Medartis Annual Report 2015

Plain-text annual report

2015 annual report We’re on a Mission 2015 A N N UA L R E P O R T 11445 Cronhill Drive • Owings Mills • Maryland 21117 2015 A N N U A L R E P O R T Lett er to Shareholders — 2 Take Shape For Life® — 6 Medifast Direct® — 10 Franchise Medifast Weight Control Centers — 14 Medical Providers — 14 Product & Program Innovation — 16 Scientiﬁ c & Clinical Aff airs — 18 Community Impact — 20 I N T RO D U C T I O N 2015: Mission Medifast At Medifast,® we’re on a mission to empower people with the right opportunities to enjoy the healthy life they deserve. To ensure that our products and programs meet the highest standards so that our Clients can reach their goals. To spread the word so that wellness is never out of reach. And this year, the plans we put into place are doing just that. We introduced new Health Coaches and Clients to Take Shape For Life.® We launched new products to give our Clients more options. We introduced new marketing programs to reach more people. We revamped plans to be more convenient than ever. And we formed winning sponsorships and partnerships to get the word out to a larger audience. At Medifast,® we’re evolving into a company that offers a broad array of products and services to help customers achieve their weight management objectives and build a well-rounded, healthy lifestyle. And we’re creating a broader focus on what consumers want today to give our company the best opportunities for tomorrow. Making America healthy is our mission, and we’re pushing ourselves every day to make it a success. Michael C. MacDonald, Chairman & CEO, Medifast, Inc. “ Medifast is evolving from a company identified solely with diet and weight loss to one that offers a broad array of products and services to help customers build a healthy lifestyle.” 1 L E T T E R T O T H E S H A R E H O L D E R S Michael C. MacDonald, Chairman & CEO, Medifast, Inc. “ The entire Medifast team is unified in its focus on achieving The Company’s value-building objectives.” LETTER TO SHAR EH OLDERS Our team’s dedication and commitment to excellence was vital to Medifast’s success in 2015. We remained focused on taking steps to optimize each of our business units and maintained a consistent approach in executing on our three strategic pillars for 2015 — the growth and simplification of Take Shape For Life,® the optimization of Medifast Direct,® and product and program innovation. Among the 2015 highlights, were the introduction of many new Take Shape For Life® momentum building initiatives; the launch of the Medifast Achieve™ Plan; the development of a Sports Performance Product Line, Dual Fuel™; and the kickoff of the Medifast Community Impact Program. As we continued to manage our balance sheet and cash position effectively, we were also pleased to introduce The Company’s first ever quarterly dividend in 2015. TAKE SHAPE FOR LIFE ® GRO WT H AND SIMPLIFICATION During the year, every initiative we implemented was developed to drive growth and/or simplification. From our new Health Coach tools to incentives to promotions to technology and events, we believe we’ve built a strong foundation for future growth. In 2015, Mona Ameli’s first full year of leadership in Take Shape For Life,® we ended the year with our first quarter of positive year-over-year growth in Take Shape For Life® since the third quarter of 2013 and made significant strides over the course of the year in Health Coach sponsorship. We also generated increased Health Coach productivity as a result of higher new Client acquisition and higher average order value year-over-year. The opportunity for Health Coaches to maximize the business opportunity while encouraging their Clients to reach their Optimal Health™ goals, is an important evolution in how we approach Take Shape For Life.® These efforts are vital to attracting new Health Coaches and are essential for the retention of existing Health Coaches. We made significant progress in these areas in 2015, and as we enter 2016, we have solid business momentum in Take Shape for Life® and are optimistic about the future growth of our largest business unit. M ED I FAST D I RE CT ® O PT I MI ZATI ON The second key pillar in 2015 was the work in place to stabilize the Medifast Direct® business. In 2015, we launched Medifast Achieve,™ a simple and flexible plan with a wide variety of product options for customers on their self-guided weight loss or weight management journey. The Medifast Achieve™ Plan was designed by our nutritionists to support gradual, steady weight loss, while allowing customers additional flexibility. Through our established Medifast Advantage program, we continued to offer several options for convenient, automatic monthly delivery to customers, which helps promote plan compliance and higher lifetime value. We know that customers who join this program are committed to healthy weight management and interested in the incentives and rewards offered. We also identified new opportunities to enhance our e-Commerce platform and improve the customer experience. In 2016, we will implement a number of short- and long-term initiatives to Medifast leadership team rings the New York Stock Exchange closing bell support continued optimization of the Medifast Direct® business unit. Among others, these include expanded analytics and attribution, new promotional campaigns, and site configuration and design enhancements. compared to the prior year, we reversed the trend in 2015, and are poised to return to growth in 2016. Our gross margin for the year expanded 50 basis points, and we efficiently managed our expenses. PRO DU CT A ND PRO GR AM IN N OVATIO N In 2015, Medifast® launched several new snacks, including Medifast Crackers and Crisps, which can be enjoyed as optional snacks in any phase of any of our Medifast plans. Additionally, we launched a sports nutrition line, Dual Fuel,™ featuring bars and ready-to-drink shakes. The products were developed with feedback from college Health Coaches and strength and conditioning trainers to provide athletes and anyone living an active lifestyle with the right balance of carbohydrates and protein. We continue to research and evaluate key trends across nutrition and ingredients as we expect they will influence consumer preferences in 2016 and beyond. Additionally, the new product imagery and icons introduced across our offerings in 2015, allow us to promote attributes that are in line with these trends. 2 01 5 F IN A NCIA L SUM MARY • Income from continuing operations for the fiscal year 2015 was $19.6 million, or $1.62 per diluted share based on approximately 12.1 million shares outstanding, 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. • Adjusted earnings per share from continuing operations was $1.73. These results are a demonstration of our team’s ability to execute in our core focus areas and strategic initiatives, as we work to improve each of our business units: Take Shape For Life,® Medifast Direct,® Franchise Medifast Weight Control Centers, and Medifast Medical Providers. • Overall, net revenue from continuing • Our effective tax rate for 2015 was 34.1% operations for 2015 was $272.8 million. While net revenue was down slightly when compared to 33.6% in 2014. 2 3 L E T T E R T O T H E S H A R E H O L D E R S cont. • Net revenue from continuing operations decreased 4.4% to $272.2 million for the fiscal year ended December 31, 2015, compared to $285.3 million in 2014. Take Shape For Life® revenue in 2015 was $202.2 million compared to $206.7 million in 2014; Medifast Direct® revenue was $48.7 million as compared to $57.2 million in 2014; Franchise Medifast Weight Control Centers revenue was $17.1 million as compared to $15.4 million in 2014; and lastly Medifast Wholesale revenue was $4.8 million in 2015 compared to $6.0 million in 2014. • Our cash, cash equivalents, and investment securities as of December 31, 2015, increased to $67.1 million compared to $52.6 million at December 31, 2014. For the full year ended December 31, 2015, we repurchased 364,341 shares of common stock, at an average purchase price of $28.83. We currently have approximately 850,000 shares remaining on our repurchase authorization as of the end of 2015. • Our balance sheet remains strong with stockholders’ equity of $88.6 million and working capital of $64.5 million as of December 31, 2015. 20 16 BUSI NE SS PRI O R I TIE S — TH E Y E AR AH EAD Looking ahead, we will leverage and build upon the stellar progress we’ve made with Take Shape For Life,® continue the expansion of our Healthy Living brands, forge new opportunities to grow our Dual Fuel™ sports nutrition line, and take a unique approach to our marketing and web strategy for Medifast Direct.® We will ignite Take Shape For Life® growth and expansion by creating differentiated products and brands to achieve growth in revenue and productive Health Coaches. We will cultivate strong working partnerships with Health Coaches and advance the Take Shape For Life® technology platform for Health Coaches. We will position Medifast Direct® for growth by implementing a new e-Commerce platform and focus on initiatives to attract new customers and continue to enhance retention tools. We will explore new markets such as Sports Nutrition, beginning with The V Foundation for Cancer Research® and Rutgers University® partnerships. These areas of focus coupled with continued contributions from Franchise Medifast Weight Control Centers and Medical Providers will position us for success in 2016. New Product Photography 4 Serving Suggestions New Apple Cinnamon Pea Crisps Serving Suggestion 5 TA K E S H A P E FO R L I F E ® Take Shape For Life® is a thriving, vibrant community of independent Health Coaches who provide support and personal encouragement to help Clients reach and sustain a healthy weight and adopt habits for a lifetime of health. OUR MI SSI O N: BUI LD A FO UND AT I O N FOR G RO W TH In 2015, we built a strong foundation for future growth during Mona Ameli’s first year with the Company. The number of active Health Coaches and Health Coach productivity are key metrics for determining performance, and both showed improvement. Sponsorship of new Health Coaches has trended positively, with a 20% increase in both the third and fourth quarters of 2015. Average revenue per Health Coach also grew as a result of both higher new Client acquisition and higher average order value year-over-year. Combined, these are great indicators of growth to come. OUR MI SSI O N: IM PR OV E THE H E ALT H C OA CH EXPERI EN CE We put new initiatives in place to simplify and improve the Health Coach journey, including an easier initial sign-up and new standardized trainings. In addition, we’ve provided tools for Health Coaches to help their Clients reach their overall Optimal Health™ goals. Mona Ameli, President, Take Shape For Life® “ What differentiates Take Shape For Life® from other companies is that our offering is not just based on buying products or getting on a program which we know can only have short-lived results. We offer a comprehensive approach to healthy living and long-term sustainable health that includes clinically proven, scientifically formulated products, free Health Coaching through a network of highly compassionate Health Coaches, and learning long term healthy habits through behavioral lifestyle training and tools.” Dr. Wayne Scott Andersen, Take Shape For Life® Co-Founder & Integrated Presidential Director “ Ultimately, we want to help people do well for themselves while doing something purposeful for others.” Take Shape For Life® was named to Direct Selling News’ 2015 Global 100 and 2015 North American 50 lists. 6 7 TA K E S H A P E FO R L I F E ® c o n t . EACH ONE REACH ONE Thanks to the Each One Reach One incentive program, many new Health Coaches were welcomed to the Take Shape For Life® family in 2015. Over 500 incentive achievers were rewarded for their efforts in growing the Health Coach base and furthering the Take Shape For Life® mission to transform lives around the nation! BUILDING ALL-STARS GO GLO BA L, APRIL 2015, TUCSON, A RIZO NA Take Shape For Life® relaunched Optimal Health™ at Go Global in Tucson, Arizona, including a new business path and updated Trilogy to help Health Coaches grow. AWAKEN. CONNE CT. T RANS FOR M. NATIONAL CONV ENTION, JULY 2 0 15, ORLANDO, FLORIDA Take Shape For Life® reinvigorated approximately 3,000 Health Coaches with new business and brand building tools at the 2015 National Convention. The event also served as a launch pad for four brand new product kits, a new business kit and collateral materials for Health Coaches, fresh new website design and content, an enhanced mobile site, new and improved training models, and the introduction of our Field First Support division within Take Shape For Life.® 8 NATI O NAL O P TIM AL H EA LTH™ D AY, SE PT EM BE R 17, 2015 Take Shape For Life® hosted the 3rd Annual Optimal Health™ Day to promote Take Shape For Life’s® mission to offer individuals an opportunity to create sustainable health in all areas of their lives—building a healthy body, developing a healthy mind, and generating healthy finances. Take Shape For Life® Health Coaches across the U.S. sponsored more than 400 events for their communities, and more than 13,000 people participated. SUN DAN CE X A DVANCE D LE AD E R S H IP R ET RE AT ( 10T H ANNI V E RSARY ! ) Take Shape For Life’s® exclusive new Leadership Program was introduced at the 10th Annual Leadership Retreat. 180 of the top field leaders joined the Take Shape For Life® leadership team for an exclusive and comprehensive Advanced Leadership Training retreat, equipping them with the knowledge, insight, inspiration, leadership skills, and detailed plans to help them continue their success and growth within the organization. “By helping people understand how to focus on healthy nutrition, physical activity, proper sleep, and stress reduction, we can help them discover a path toward Optimal Health.™” – Dr. Wayne Scott Andersen, Co-founder and Integrated Presidential Director of Take Shape For Life® 9M E D I FA S T D I R EC T ® Medifast Direct® is our self-guided weight-loss and weight- management program for customers who prefer more independence and the convenience of online ordering. Medifast Direct® also offers support through our Client Solutions Center representatives, online social communities, and nutrition support team members. OUR M ISSI O N: C EL EBR AT E OU R C U ST O M ER S’ S UC C ES S Medifast has always believed strongly in the value of demonstrating the effectiveness of our products and programs by recognizing and highlighting real life Medifast customers. We know that losing weight and adopting a healthy lifestyle is no small accomplishment, which is why we take great pride in acknowledging our customers who achieve their goals with our support. In 2015, we launched our “Your Whole World Gets Better” campaign and celebrated our Happy Afters winners. Seven winners were selected as the top success stories and received an all-expenses paid trip to Charleston, South Carolina, where we honored the winners and their stories of how Medifast helped change their lives. This year’s Happy Afters Winners included Bill Horst, 47, of Holtwood, PA; Brooke Ruddy, 43, of Johnston, IA; Hannah Kolodziejcyk, 25, of Woodstock, GA; Harold Meredith, 57, of Chula Vista, CA; Lauren Atkins 25, of Rockwall, TX; Lisa Thiel, 43, of Chandler, AZ; and Stephanie Mouzon, 50, of Garner, NC. 10 “I was so excited to meet the other winners and hear their stories.” – Happy Afters Fan Favorite, Brooke Ruddy 11M E D I FA S T D I R EC T ® c o n t . O UR M ISSI O N: L AUNCH A N EW P LAN In October, we launched the new Medifast Achieve™ Plan with the goal of attracting new customers and keeping the ones we have happy on their path to overall wellness. Medifast Achieve™ is a simple, flexible plan with a wide variety of product options for customers on their weight-loss or weight-management journey. And it offers several options for convenient, automatic monthly delivery to customers. The Medifast Achieve™ Plan was specially designed by our dietitians and nutritionists to catalyze gradual, steady weight loss by reducing overall calorie intake. The plan combines simplicity, variety, and flexibility, so it appeals to any lifestyle. On Medifast Achieve,™ customers can even include their own meals and tastes in the form of lean and green meals and healthy snacks. Kenneth Kopp, Vice President of Medifast Direct® “ Our Medifast Direct® e-Commerce program targets the customer who is more comfortable doing things on their own. We provide the right tools and resources to help them be successful on their journey.” 12 Sample day on the Medifast AchieveTM Plan Serving Suggestions13F R A N C H I S E M E D I FA S T W E I G H T C O N T RO L C E N T E R S & M E D I C A L P ROV I D E R S FRA NCHISE MEDIFA ST WEIGH T C O NT R O L C EN T ER S ® Located in retail and business centers, our Franchise Medifast Weight Control Centers® offer structured programs to help customers achieve weight-loss and weight-management success. Counselors work with each member to provide nutritional and behavioral support based on the member’s personal needs. Franchise Medifast Weight Control Centers® provide members with custom programs, including body composition analysis, assessment of resting metabolism, measurements and one-on-one counseling sessions in a comfortable, private setting. We ended 2015 with 61 franchise centers in operation in Arizona, California, Louisiana, Maryland, Minnesota, Pennsylvania, Texas and Wisconsin. M ED I FAST ® M ED I CAL P RO VI D ER S Medifast® Medical Providers are licensed health care providers who recommend the Medifast® program through their practice and offer support to patients who use it. They trust Medifast to provide their patients with the highest quality weight-loss and weight-management solutions. The company offers resources and support to assist providers, staff, and patients. Michael C. MacDonald, Chairman & CEO, Medifast, Inc. “ We are committed to creating weight-management options for everyone.” 14 “My world has been changed forever. My outlook on every day is so different now that I feel and look great! I am so proud of myself for the work that I have put in to get where I am, and now I feel I can do anything!” – Harold Meredith, Franchise Medifast Weight Control Centers Success Story 15 P RO D U C T & P RO G R A M I N N OVAT I O N In 2015, Medifast expanded our product and program offering and developed innovative products to support our customers on the continuum from healthy weight management to healthy living. Medifast plans are supported with state-of-the-art systems and tools to ensure our customers meet their goals. OUR GOAL Empower our customers to meet their goals with delicious, nutritionally sound food, plans, and support models that fit their lifestyle. In 2015, Medifast launched several new snacks, including Medifast Crackers and Crisps, which can be enjoyed as optional snacks in any phase of any Medifast plan. They can also be used as a smarter snacking option for anyone striving to live a healthy lifestyle. Medifast also launched a sports nutrition initiative featuring bars and ready-to-drink shakes. The products were developed with feedback from Health Coaches and strength & conditioning trainers at a Division 1 university to provide anyone living an active lifestyle with the right balance of carbohydrates and protein for top performance. Rosemary Sea Salt and Multigrain Crackers Barbecue, Parmesan & Olive Oil, and Apple Cinnamon Pea Crisps NUTRITIONAL INTE GRIT Y AND T RA NS PAR EN CY Medifast is committed to providing our customers with the highest standards of nutrition. In an effort to share more product information with our customers, we implemented a series of user-friendly icons to highlight key nutritional information we know our customers are looking for. Lisa Goldberg, Director of Product and Program Marketing and Innovation at Medifast “ We are committed to continuously improving our product portfolio with offerings that reflect our deep understanding of nutrition, and our customer’s evolving taste preferences.” 16 Serving Suggestions 17S C I E N T I F I C & C L I N I C A L A F FA I R S In 2015, Medifast published two studies demonstrating the effectiveness of two Medifast meal plans—the 4 & 2 & 1 Plan™ and the 5 & 2 & 2 Plan.™ These meal plans utilize Medifast meal replacement products alongside conventional food choices to achieve balanced nutrition for healthy weight loss. Both studies involved scientific review of a representative sampling of records from overweight and obese customers who followed these plans at Franchise Medifast Weight Control Centers,® where they received counseling to support their weight-loss journey. OUR SCIENTIFIC ADVISORY B O AR D : B U I LD I NG O N O U R S CI ENT I FI C H ERI TAG E The role of Medifast’s Scientific Advisory Board is to continually review the effectiveness, safety, and nutritional benefits of Medifast’s products and programs. The team of specialists also assists in the development of Medifast Meals and supplements as well as weight-loss approaches for specific medical needs (e.g., patients with type 2 diabetes) or lifestyles (e.g., vegetarians). This cross-disciplinary group builds on Medifast’s heritage — a medically sound approach to weight loss and the incorporation of leading-edge, clinical research into the company’s products and programs. The Scientific Advisory Board is comprised of eight medical and scientific experts in the nutrition, behavioral, and weight-management arena. Lawrence Cheskin, Scientific Advisory Board Chairman—MD, Associate Professor of Health, Behavior and Society, Johns Hopkins Bloomberg School of Public Health, and Director, Johns Hopkins Weight Management Center; and board members include: George Bray—MD, Boyd Professor Emeritus and Professor of Medicine Emeritus, Pennington Biomedical Research Center, Louisiana State University; John Foreyt—PhD, Professor, the Department of Medicine and the Department of Psychiatry and Behavioral Sciences, and Director, Behavioral Medical Research Center, Baylor College of Medicine; Mark Messina—PhD, President of Nutrition Matters and Adjunct Associate Professor, Department of Nutrition, School of Public Health, Loma Linda University; Sylvia B. Rowe—President of SR Strategy and Adjunct Professor at Tufts Friedman School of Nutrition Science and Policy and University of Massachusetts, Amherst; Susan Barr—PhD, RD, Professor, Food Nutrition and Health, University of British Columbia; Simon Barquera—MD, PhD, President, Nutrition Board of Professors at the Mexican School of Public Health and Director, Research on Nutrition Policies and Programs, National Institute of Public Health; and Steven Heymsfield—MD, Professor, Pennington Biomedical Research Center, Louisiana State University Linda Arterburn PhD, Vice President of Scientific and Clinical Affairs of Medifast “ Our customers want flexible, customizable approaches to weight loss. We’re excited to offer healthy, research-supported meal plan choices that achieve weight-management goals.” “Our bodies are vessels to help us live a full life, not something to hold you back from living. Now I know I am in control, and anything is possible!” – Hannah Kolodziejcyk, Medifast Success Story 18 19 C O M M U N I T Y I M PAC T In 2015, Medifast launched the Community Impact Program. Over the course of the year, we took part in more than a dozen community impact initiatives in all areas of business and contributed 400 employee volunteer hours. OUR MISS ION: MAKE A P OSIT I V E D I FF E RE NCE Medifast partnered with Rebuilding Together to help provide critical home repairs, upgrades, and renovations in the community and clean up a nearby park and alleyway. Other partners included Believe in Tomorrow Children’s Home at Hopkins House, Maryland Food Bank, Kennedy Krieger, HBCU Alumni Alliance, and Marine Corps’ Toys for Tots. Medifast also connected with thousands at the Waterfront Wellness Series in Baltimore, Md., offering nutritional information, product sampling, and giveaways. The Series also included the Get Healthy at the Harbor initiative with health information sessions and cooking demonstrations from Chef Jason Hisley. REBUILDING TOGETHER – BALTIMORE TO Y S FO R TO TS Medifast volunteers partnered with Rebuilding Baltimore to provide upgrades and repairs to the home of a retired hospital employee in an under-resourced Baltimore neighborhood. In 2015, Take Shape For Life™ contributed $10,000 worth of games and toys to the Marine Corps Foundation’s Toys for Tots campaign. 20 “Our employees are deeply committed to making a positive impact in the communities where we live and work.” – Michael C. MacDonald, Chairman & CEO, Medifast, Inc. 212015 annual report We’re on a Mission UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁ scal year ended December 31, 2015 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ . Commission ﬁ le number 001-31573 Medifast, Inc. (Exact name of registrant as speciﬁ ed in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13-3714405 (I.R.S. Employer Identiﬁ cation No.) 3600 Crondall Lane, Owings Mills, Maryland 21117 (Address of principal executive ofﬁ ces) (Zip code) Registrant’s telephone number, including area code: (410) 581-8042 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $.001 Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁ ned in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to ﬁ le reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has ﬁ led all reports required to be ﬁ led by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁ le such reports), and (2) has been subject to such ﬁ ling requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such ﬁ les). Yes No Indicate by check mark if disclosure of delinquent ﬁ lers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in deﬁ nitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated ﬁ ler, an accelerated ﬁ ler, a non-accelerated ﬁ ler, or a smaller reporting company. See the deﬁ nitions of “large accelerated ﬁ ler,” “accelerated ﬁ ler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Non-accelerated ﬁ ler Large accelerated ﬁ ler Accelerated ﬁ ler (Do not check if a smaller reporting company) Smaller reporting company Indicate by check mark whether the registrant is a shell company (as deﬁ ned in Rule 12b-2 of the Act). Yes No As of June 30, 2015, the last business day of the Registrant’s most recently completed second ﬁ scal quarter, the aggregate market value of the Registrant’s common stock (based on the closing sale price of $32.32, as reported by the New York Stock Exchange on such date) held by non-afﬁ liates was approximately $345 million. The number of shares of common stock outstanding as of March 1, 2016 was 11,834,724. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s deﬁ nitive proxy statement to be ﬁ led with the Securities and Exchange Commission for its 2016 Annual Meeting of Stockholder’s are incorporated by reference into Part III of this Annual Report on Form 10-K. 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This 2015 Annual Report on Form 10-K for the ﬁ scal year ended December 31, 2015 (“Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forwardlooking statements often include words such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “would,” “could,” and similar words or are made in connection with discussions of future operating or ﬁ nancial performance. Forward-looking statements reﬂ ect management’s expectations, beliefs, plans, objectives, goals strategies as of the date of this Report and are not guarantees of future performance or results. Although we believe that these forward-looking statements and the underlying assumptions are reasonable, we cannot assure you that they will be correct. By their nature, forward-looking statements are subject to risks, uncertainties and assumptions that are difﬁ cult to predict or quantify. Our actual results and ﬁ nancial condition may differ materially from what is anticipated in the forward-looking statements. Some of those factors (in addition to others described elsewhere in this Report and in subsequent securities ﬁ lings) include: • our ability to maintain and grow our network of Health Coaches; • health related claims by our customers; • the effectiveness of our marketing and advertising programs; • adverse publicity associated with our products or sales channels; • the departure of one or more key personnel; • our ability to continue to develop innovative new services and products; • the failure of our services or products to continue to appeal to the market; • our ability to protect our brand and other intellectual property rights; • product liability claims; • disruptions in our supply chain, the impact of existing and future laws and regulations on our business, risks associated with unauthorized penetration of our information security; • overall economic and market conditions and the resultant impact on consumer spending patterns; and • other risks and uncertainties described elsewhere in this Report, including those described under Item 1A-“Risk Factors” of this Report, and in subsequent ﬁ lings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. We undertake no obligation to update any information contained in this Report or to publicly release the results of any revisions to forward-looking statements to reﬂ ect events or circumstances of which we may become aware of after the date of this Report. 2 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosure Table of Contents PART I PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Ofﬁ cers and Corporate Governance Executive Compensation Security Ownership of Certain Beneﬁ cial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Exhibits and Financial Statement Schedules PART IV Page 4 9 13 13 14 14 15 16 17 24 24 24 24 26 27 27 27 27 27 28 3 ITEM 1. BUSINESS SUMMARY PART I Medifast, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” the “Company” or “Medifast”) is engaged in the production, distribution, and sale of weight loss, weight management, and healthy living products and other consumable health and diet products. The Company primarily operates through its wholly owned subsidiaries, Jason Pharmaceuticals, Inc., Take Shape For Life,® LLC, Jason Enterprises, Inc., Medifast Franchise Systems (“MFSI”), Inc., Jason Properties, LLC, Medifast Nutrition, Inc. and Seven Crondall, LLC. Medifast product lines include weight loss, weight management, and healthy living meal replacements, snacks, hydration products and vitamins. The Company manufactures a signiﬁ cant portion of its products at its manufacturing facility located in Owings Mills, Maryland. MARKETS Over the past 30 years, obesity in the United States has risen dramatically. In 2013, the American Medical Association ofﬁ cially declared obesity a disease and The American Heart Association, the American College of Cardiology, and The Obesity Society recommended that obesity be managed as a chronic disease. Throughout the world, the World Health Organization estimates that approximately 1.9 billion people are overweight. In the United States, over twothirds of the adult population fall within the overweight or obese categories. According to the Centers for Disease Control and Prevention (“CDC”), over 78 million U.S. adults are obese. Obesity is deﬁ ned as a Body Mass Index (“BMI”) of 30 kg/m2 or greater, whereas overweight is deﬁ ned as a BMI ranging between 25 and 29.9 kg/m2. All states in the United States had a prevalence of obesity of at least 20% in 2014. Furthermore, the CDC reported that forty-ﬁ ve states had adult obesity rates of 25% or higher, and twenty-two of these states had obesity rates at 30% or more. Being overweight and/or obese is linked to a multitude of serious comorbidities including heart disease, stroke, Type 2 diabetes, certain types of cancers, arthritis, sleep apnea and depression. A 2015 report by Trust for America’s Health and the Robert Wood Johnson Foundation estimated 80% of people with diabetes are overweight or obese. The primary factors contributing to obesity, which are well known are: unhealthy food choices and lack of physical activity. Obesity is not limited to adults; the CDC has reported children and adolescents are also affected. According to the CDC, the prevalence of obesity in children age 6-11 years has doubled and obesity rates have quadrupled in adolescents age 12-19 years in the past 30 years. Approximately 18% of children and 21% of adolescents are obese and are at an increased risk of developing health problems such as high blood pressure, high cholesterol and prediabetes. Studies completed by the CDC reported Americans incurred $147 billion in medical costs associated with obesity in 2008 and that the average annual medical costs for those who are obese are over $1,400 higher than those of people in normal weight ranges. The U.S. weight loss market itself is estimated to be a $65 billion per year industry, including consumer spending on diet foods, drinks and low-calorie sweeteners; health clubs and workout videos;medically supervised and commercial weight loss programs; children’s weight loss camps; diet books; appetite suppressants and more. Portion-controlled, meal- replacement weight management programs are continuing to gain popularity, as consumers search for a safe and effective solution that provides balanced nutrition, effective weight loss, and valuable behavior-modiﬁ cation education. OUR PRODUCTS, SERVICES, AND DISTRIBUTION CHANNELS THE MEDIFAST® BRAND Medifast enriches lives by providing weight loss, weight management, and healthy living products and programs through multiple channels of distribution, speciﬁ cally: (1) our direct to consumer channel through our website and in-house call centers, (2) Take Shape For Life,® (3) Franchise Medifast Weight Control Centers, and (4) a national network of physicians. Medifast products and programs have been recommended by over 20,000 doctors since 1980. PRODUCTS Our products were originally developed by a physician, Medifast has been on the cutting edge in the development of nutritional and weight-management products since the Company was founded. The Company offers a variety of weight loss, weight management, and healthy living products under the Medifast®, Thrive by Medifast, Optimal Health by Take Shape For Life®, and Essential 1® brands. On January 20, 2016, the Company announced the launch of a sports nutrition product line, Dual FuelTM, which will be available for select private label customers. The Medifast meal replacement line includes more than 70 options, including, but not limited to bars, bites, pretzels, puffs, cereal crunch, drinks, eggs, hearty choices, oatmeal, pancakes, pudding, soft serve, shakes, smoothies, soft bakes, and soups. The Thrive by Medifast and Optimal Health by Take Shape For Life® lines include a variety of specially formulated bars, shakes, and smoothies for those who are maintaining their weight for long-term healthy living. Medifast nutritional products are formulated with high-quality, low-calorie, and low-fat ingredients. Medifast meals are individually portioned, calorie- and carbohydrate-controlled meal replacements that share a similar nutritional “footprint” and provide a balance of protein and good carbohydrates, including ﬁ ber. Medifast meal replacements are also fortiﬁ ed to contain 24 vitamins and minerals, as well as other nutrients essential for good health. Medifast brand awareness has expanded through the Company’s marketing campaigns, improved product quality, and an emphasis on quality customer service, technical support, and publications developed by the Company’s marketing staff. Medifast products have been proven to be effective for weight loss and weight management in clinical studies conducted by researchers from leading universities. The Company has continued to develop its sales and marketing operations with qualiﬁ ed management and innovative programs. The Company’s facility in Owings Mills, Maryland manufactures all powderbased products and the Company subcontracts the production of all other products. 4 Medifast identiﬁ es opportunities to expand its product line by regularly surveying its customer base and studying industry and consumer trends. This allows Medifast to introduce new, high quality products that meet consumer demand. DISTRIBUTION CHANNELS Medifast Direct – In the direct-to-consumer channel (“Medifast Direct”), customers order Medifast product directly through the Company’s website, www. medifastnow.com or our in-house call center. This business is driven by a multi-media customer acquisition and retention strategy that includes television, digital advertising, direct mail, email, public relations, word of mouth referrals, social media initiatives, and other means as deemed appropriate. The Medifast Direct division focuses on targeted marketing initiatives to acquire and retain customers and provides support through its social communities, its in-house call center, and nutrition support team of registered dietitians to better serve its customers. Take Shape For Life® – Take Shape For Life® is the personal coaching division of Medifast. This coaching network consists of independent contractor health coaches (“Health Coaches”), who are trained to provide coaching and support to clients utilizing the Take Shape For Life® platform. The role of the Health Coach is to provide support and personal encouragement to help clients effectively reach and sustain a healthy weight, and adopt habits for a lifetime of health. Within our Trilogy of Optimal Health, the Company offers individuals an opportunity to create sustainable health in all areas of their lives – building a healthy body, developing a healthy mind, and generating healthy ﬁ nances. Health Coaches and their clients follow the principles of the Discover Your Optimal Health book, Habits of Health book, and Habits of Health companion workbook written by the NY Times Best-Selling author and Take Shape For Life® co-founder to create an overall health optimization program. In addition to the encouragement and support of a Health Coach, clients of Take Shape For Life® are offered a bio-network of support including product and program information on our website, weekly support calls, and access to our registered dietitians. Our Health Coaches provide coaching and support to their clients throughout the weight-loss and weight-maintenance process. Most new Health Coaches are introduced to the opportunity by an existing Health Coach. The vast majority of new Health Coaches started as weight-loss clients of a Health Coach, had success on the Take Shape For Life® program, and became a Health Coach to help others through the weight-loss process. Take Shape For Life® is a member of the Direct Selling Association (the “DSA”), a national trade association representing over 200 direct selling companies doing business in the United States. To become a member of the DSA, Take Shape For Life®, like other active DSA member companies, underwent a comprehensive and rigorous one-year company review by DSA legal staff that included a detailed analysis of its company business-plan materials. This review is designed to ensure that a company’s business practices do not contravene DSA’s Code of Ethics. In addition to its DSA membership, Take Shape For Life® is also a voluntary DSA Code of Ethics participant, which sets higher standards for ensuring compliance. Compliance with the requirements of the Code of Ethics is paramount to becoming and remaining a member in good standing of the DSA. Accordingly, we believe membership in DSA by Take Shape For Life® demonstrates its commitment to the highest standards of ethics and a pledge not to engage in any deceptive, unlawful, or unethical business practices. Among those Code of Ethics proscriptions are pyramid schemes and endless chain schemes as deﬁ ned by federal, state, or local laws. Moreover, Take Shape For Life®, like other DSA member companies in good standing, has pledged to provide consumers with accurate and truthful information regarding the price, grade, quality, and performance of the products Take Shape For Life® markets. In 2015, Take Shape For Life®, and its parent company Medifast® was ranked in the Direct Selling Association’s North American 50 & Global 100 lists. Franchise Medifast Weight Control Centers – Franchise Medifast Weight Control Centers (“MWCC”) offer structured programs and a team of professionals to help customers achieve weight-loss and weight-management success at center locations. In 2008, MFSI, a wholly-owned subsidiary of Medifast, began offering the center model as a franchise opportunity. MFSI currently offers the Medifast Weight Control Center franchise opportunity in most states under a registered (where required) franchise disclosure document (“FDD”). The MFSI Franchise Agreement requires franchisees to develop a minimum of three Medifast Weight Control Centers within a deﬁ ned geographic area in the time frame set forth in the Development Agreement between MFSI and the franchisee. MFSI currently has franchised centers located in Arizona, California, Louisiana, Minnesota, Maryland, Pennsylvania, Texas, and Wisconsin. As of December 31, 2015, 61 franchise locations were in operation. MFSI currently offers the Medifast Weight Control Center franchise opportunity in most states under a registered (where required) franchise disclosure document (“FDD”). The MFSI Franchise Agreement requires franchisees to develop a minimum of three Medifast Weight Control Centers within a deﬁ ned geographic area in the time frame set forth in the Franchise and Development Agreement between MFSI and the franchisee. MFSI’s franchise strategy depends on our franchisees’ active involvement in, and management of, Medifast Weight Control Center operations. Candidates are reviewed for appropriate operational experience and ﬁ nancial stability, including speciﬁ c net worth and liquidity requirements. Upon execution of the Franchise and Development Agreements, franchisees are required to promptly select sites for their Centers, each of which are subject to MFSI’s approval. A franchisee’s initial fee includes the franchise fee for their ﬁ rst Center to be developed and a non-refundable deposit for the second and third Centers to be developed, and covers the cost of MFSI resources provided for, among other things, the training of franchisees and their staff, and approval of the proposed territory for development. If a franchisee desires to open more than three Centers in the designated territory, there is an additional fee charged for each additional Center to be developed. Prior to the opening of each Medifast Weight Control Center franchise established under the Franchise and Development Agreements, MFSI will do the following: i. designate the Center’s protected territory. ii. review for approval the sites selected by the franchisee for the Center. iii. review for approval the lease governing the location where the Center is to be located. iv. provide the franchisee with standard plans and speciﬁ cations for the build-out of the Center along with a list of equipment and improvements which the franchisee is required to purchase and install. 5 v. provide an initial training program. vi. provide the franchisee on-site assistance and guidance for approximately three to ﬁ ve days on or about the opening of the Center. vii. provide the franchisee with online access to a password-protected, electronic version of the Medifast Weight Control Centers® Franchise Operations Manuals. MFSI may, in certain limited circumstances, cause its afﬁ liate to provide products at a discounted price. Medifast may, in certain circumstances guarantee a franchisee’s notes, leases or other obligations. MFSI does not offer direct or indirect ﬁ nancing. While MFSI does not currently have a purchase option included in its Franchise and Development Agreements, it does have the right of ﬁ rst refusal to acquire a Center if the franchisee wishes to sell a Center. Medifast Wholesale – Medifast medical provider practices carry an inventory of wholesale products and resell them to patients while providing appropriate medical monitoring, testing, and support to ensure healthy weight loss and weight management. The Company offers extensive resources to assist the medical providers, their staff and their patients in achieving success with their Medifast program. These medical providers have access to our nutrition support team, marketing assets and training modules to help grow their program and enable patients to achieve their weight loss and associated health goals. Medifast’s nutrition support team includes registered dietitians and a behavioral specialist who provide program support and advice via phone and email. In 2014, the Company began piloting an online offering that features a resource center to provide Medifast medical providers access to the most current product and program material to support their patients and their business. In addition to opening up the opportunity for current Medifast medical providers to incorporate an e-commerce solution into their Medifast offering, they now have access to online training, news and tips from Medifast, and customizable marketing material to help them reach more patients via our wholesale healthcare channel. In 2012, the Company entered into a 3-year strategic partnership with Medix, a leader in pharmaceutical obesity products in Mexico. The agreement granted Medix an exclusive license for the distribution of Medifast products and programs through physicians and weight control centers in Mexico under the Medifast brand. Inventory is shipped to Medix within the United States and the resulting revenues are classiﬁ ed as domestic sales for the Company. In January 2013, the Company and Medix, amended their agreement to provide an exclusive 5-year licensing agreement to increase distribution of Medifast meal replacement products and programs beyond Mexico and into Argentina, Bolivia, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Venezuela, and Uruguay. In 2015, Medix operated one Medifast Weight Control Center in Mexico and launched their brand revitalization strategy with the opening of a 180° Center that features Medifast products and programs. Along with seven Slim Centers, Medix continued operations in nine total locations in Mexico. The Company recently started to expand its international presence into Canada. SEASONALITY Sales of the Company’s weight management products and programs have historically been seasonal. Traditionally, predisposition of consumers not to initiate a weight loss or management program during the holiday season impacts the fourth quarter with fewer sales of weight management products and services. January and February generally show increases in sales, as these months are considered the commencement of the “diet season.” SCIENTIFIC ADVISORY BOARD Medifast has a Scientiﬁ c Advisory Board that consists of a multi-disciplinary, international panel that serves as the foundation for scientiﬁ cally-valid, consumer-centric, high quality innovations for lasting health. Its mission is to help guide Medifast in making informed decisions regarding medical, nutritional, and scientiﬁ c matters by providing expertise and information on research and emerging trends. The work of this cross-disciplinary group builds on Medifast’s heritage of medically sound approaches to weight loss, and the incorporation of leading- edge clinical research into the Company’s products and programs. The Scientiﬁ c Advisory Board is chaired by Lawrence Cheskin, M.D., F.A.C.P., associate professor of Health, Behavior, and Society at Johns Hopkins Bloomberg School of Public Health and director at Johns Hopkins Weight Management Center. COMPETITION The weight-loss industry is very competitive and encompasses various weight loss products and programs. These include a wide variety of commercial weight-loss programs, pharmaceutical products, books, self-help diets, dietary supplements, appetite suppressants, and meal replacements, as well as, digital tools and wearable trackers. The weight loss market is served by a diverse array of competitors. Potential customers seeking to manage their weight can turn to other traditional center-based competitors, online diet oriented sites, self-directed dieting and self-administered products such as prescription drugs, over- the-counter drugs and supplements, as well as medically supervised programs. Medifast’s identiﬁ ed peers and competitors in the general health and wellness diet industry include NutriSystem Inc., Herbalife Ltd., USANA Health Sciences, and Weight Watchers International, Inc. The Company believes that it competes effectively in the weight-loss industry and differentiates itself from the competition. The Company believes its scientiﬁ c and clinical heritage and commitment to evaluating its products and programs through clinical research are primary differentiators that allow it to compete in this market. Another primary differentiator is the Company’s unique multi-channel distribution strategy, which provides varying support modalities, and broadens the availability of the Medifast brand by targeting a customer’s individual needs. Originally developed 6 by a physician, Medifast has been on the cutting edge in the development of nutritional and weight-management products since the Company was founded. Medifast meals are individually portioned, calorie- and carbohydrate-controlled meal replacements that share a similar nutritional “footprint” and provide a balance of protein and good carbohydrates, including ﬁ ber. Medifast Medical Providers offer Medifast products and programs to patients in their practice and utilize wholesale sales. Medifast Direct serves customers through the Medifast website and call center with various online support tools, along with access to registered dietitians. The Take Shape For Life® division offers the personal support of a Health Coach that is often a person who has achieved success with Take Shape For Life® and has turned their success into a business opportunity. Medifast Weight Control Centers offer a supervised and structured model for customers who prefer more accountability and personalized counseling as part of the ongoing program. Medifast weight management programs utilize meal replacements as part of a structured meal plan that clinical research has shown to be effective for weight loss. MARKETING In 2015, Medifast continued to build and leverage its core Medifast brand through multiple marketing strategies for each distinct distribution channel: Take Shape For Life®, Medifast Direct, Medifast Weight Control Centers, and Medifast Wholesale. Customer acquisition and retention strategies vary by distribution channel and may include digital marketing, television advertising, public relations, social media, email marketing, events, and other means. These mediums were used to target new customers by stressing Medifast’s and Take Shape For Life’s® simple and effective approach to weight loss and management and long term health. Many of these programs were also utilized to reactivate, encourage and support existing customers and Health Coaches. Medifast and Take Shape For Life® continues to enhance all company materials and websites. MANUFACTURING Jason Pharmaceuticals, Inc., the Company’s wholly-owned subsidiary, manufactures and produces all Medifast powder-based products, which is approximately 42% of Medifast’s product revenues, in the manufacturing facility in Owings Mills, Maryland. The Company purchased the plant in July 2002 and has gradually increased production capacity and improved overall efﬁ ciencies with additional investments in blending and packaging equipment. The remaining 58% of Medifast products are manufactured by third party vendors in accordance with Medifast proprietary formulas and manufacturing standards. Our Owings Mills manufacturing facility is regulated and inspected by the United States Food and Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”) and the Maryland State Department of Health and Mental Hygiene. It is certiﬁ ed as a Safe Quality Food Program (SQF) Level 2 facility compliant with the Global Food Safety Initiative. GOVERNMENTAL REGULATION HISTORY The formulation, processing, packaging, labeling, marketing, advertising and selling of the Company’s products is subject to regulation by federal, state and local agencies. Products must comply with the Federal Food Drug and Cosmetic Act, the Food Safety Modernization Act, the Federal Trade Commission Act, State Consumer Protection laws and several other federal, state and local statutes and regulations applicable in localities in which the company products are made or are sold. The FDA and USDA and State and local Health departments are the major agencies whose regulatory mission is to assure that products are made using approved ingredients, manufacturing procedures and testing to ensure that safe quality products are delivered to consumers. The Federal Trade Commission (“FTC”) has principal regulatory control over the Company’s advertising and trade practices, its enforcement powers are aimed at protecting the consumer from being deceived by unfair marketing and trading practices. The FTC has principal regulatory control over the Company’s advertising. Historically, the FTC has ﬁ led complaints against a number of commercial weight management providers alleging violations of federal law in connection with the use of advertisements that featured testimonials and claims for program success. In 2012, Jason Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company, entered into a consent decree with the FTC regarding certain statements included in the advertising for the Company’s weight-loss programs. The consent decree requires us to comply with certain procedures and disclosures in connection with our advertisements of products and services. PRODUCT LIABILITY AND INSURANCE The Company, like other producers and distributors of ingested products, faces an inherent risk of exposure to product liability claims in the event that, among other things, the use of its products results in injury. The Company maintains insurance against product liability claims with respect to the products it manufactures. With respect to the retail and direct marketing distribution of products produced by others, the Company’s principal form of insurance consists of arrangements with each of its suppliers of those products to name the Company as beneﬁ ciary on each of such vendor’s product liability insurance policies. The Company does not buy products from suppliers who do not maintain such coverage. EMPLOYEES As of December 31, 2015, the Company’s subsidiaries employed 425 employees, of whom 182 were engaged in manufacturing, logistics, and supply chain support, and 243 in marketing, administrative, call center and corporate support functions. None of the employees are subject to a collective bargaining agreement with the Company. All employees are employed by Jason Pharmaceuticals, Inc. INFORMATION SYSTEMS INFRASTRUCTURE Our websites are based on commercially developed software and are hosted at a co-location data center located in Baltimore, Maryland. This data center is SSAE16 and PCI-DSS compliant. This facility provides redundant network connections, uninterruptible power supplies, robust physical security, ﬁ re 7 prevention controls, and diesel generated power back up for the equipment on which our websites rely. Our servers and our network are monitored 24 hours a day, seven days a week. We use a variety of security techniques to protect our conﬁ dential customer data, including regularly scheduled penetration security tests on our websites. We also use an industry leading network monitoring service for our Intrusion Detection Services solution along with Intrusion Prevention System devices on our network’s perimeter. When our customers place an order or access their account information, we use secure channels to encrypt and transmit information. Our security certiﬁ cates encrypt all information entered before it is sent to our servers. We have a secondary ﬁ rewall layer of security between our customer facing websites and the databases which house their information and we have deployed mitigation devices to protect against Distributed Denial of Service attacks. Customer data is protected against unauthorized access. We have a redundant network across our organization which provides for inter-connectivity and redundancy for our corporate locations. As our operations grow in both size and scope, we will continuously improve and upgrade our information systems and infrastructure while maintaining their reliability and integrity. INTELLECTUAL PROPERTY Products manufactured by and programs marketed by the Company are sold primarily under its own trademarks and trade names. Ours policy is to protect our products and programs through trademark registrations both in the U.S. and in signiﬁ cant international markets. The Company carefully monitors trademark use and promotes enforcement of its trademarks in a manner that is designed to balance the cost of such protection against obtaining the greatest value for the Company. AVAILABLE INFORMATION Our principal ofﬁ ce is located at 3600 Crondall Lane, Owings Mills, Maryland 21117. Our telephone number at this ofﬁ ce is (410) 581-8042. Our corporate website is located at http://www.medifastnow.com. All periodic and current reports, registration statements, code of conduct and other material that we are required to ﬁ le with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports ﬁ led or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge through our investor relations page at http://www.medifastnow.com. Such documents are available as soon as reasonably practicable after electronic ﬁ ling of the material with the SEC. Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report. The public may also read and copy any materials ﬁ eld by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that ﬁ le such information electronically with the SEC. CERTIFICATIONS The Company’s Chief Executive Ofﬁ cer and Chief Financial Ofﬁ cer have ﬁ led their certiﬁ cations as required by the SEC regarding the quality of the Company’s public disclosure for each of the periods ended during the Company’s ﬁ scal year ended December 31, 2015 and the effectiveness of internal control over ﬁ nancial reporting as of December 31, 2015. Further, the Company’s Chief Executive Ofﬁ cer has certiﬁ ed to the New York Stock Exchange (“NYSE”) that he is not aware of any violation by the Company of the NYSE corporate governance listing standards, as required by Section 303A.12(a) of the NYSE listing standards. QUARTERLY RESULTS (Unaudited) 2015 Revenue Gross Proﬁ t Income from continuing operations before income taxes Income from continuing operations Net Income Earnings per share from continuing operations- diluted Earnings (loss) per common share- diluted 2014 Revenue Gross Proﬁ t Income from continuing operations before income taxes Income from continuing operations Net Income Earnings per share from continuing operations Earnings per common share- diluted First Quarter Second Quarter Third Quarter Fourth Quarter $ $ $ $ 73,364,000 53,770,000 6,792,000 4,416,000 4,444,000 0.36 0.36 79,233,000 57,924,000 9,930,000 6,545,000 5,967,000 0.49 0.45 $ $ 72,161,000 53,167,000 8,828,000 5,847,000 6,248,000 0.48 0.51 74,732,000 55,574,000 10,094,000 6,619,000 5,720,000 0.50 0.44 $ $ 65,936,000 49,160,000 8,109,000 5,402,000 5,506,000 0.45 0.46 69,017,000 50,734,000 7,508,000 5,281,000 4,855,000 0.42 0.39 61,312,000 45,218,000 5,942,000 3,902,000 3,860,000 0.33 0.33 62,303,000 44,975,000 4,161,000 2,584,000 (3,361,000) 0.21 (0.28) Earnings per common share (sometimes referred to as “EPS”) is computed independently for each of the quarters presented; accordingly, the sum of the quarterly earnings per common share may not equal the total computed for the year. 8 ITEM 1A. RISK FACTORS You should consider carefully the following risks and uncertainties when reading this Report. If any of the events described below actually occurs, the Company’s business, ﬁ nancial condition and operating results could be materially adversely affected. You should understand that it is not possible to predict or identify all such risks and uncertainties. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties. Risks Related to Our Business The success of our Take Shape For Life® business is dependent on our ability to maintain and grow our network of Health Coaches. Sales in our Take Shape For Life® channel are generated by our independent contractor Health Coaches. The channel is subject to high turnover and we depend on our network of Health Coaches to continually grow their businesses by attracting, training and motivating new Health Coaches. We consider our number of Health Coaches and revenue per Health Coach to be key indicators of our success in the Take Shape For Life® channel. For the quarter ended December 31, 2015, the Company had 11,900 active Health Coaches and the average revenue per Health Coach was $4,039. If we fail to provide the tools and competitive compensation necessary to promote Health Coaches to grow their businesses, we believe these key indicators will weaken and our revenue will decline. The growth and sustainability of our network of Health Coaches is also subject to risk factors which may be outside of our control. These include: • Negative public perceptions of multi-level marketing; • General economic conditions; • Failure to develop innovative products to meet consumer demands • Adverse opinions of our products, services, or industry; and • Regulatory actions against our company, competitors in our industry, or other direct selling companies. Our future growth and proﬁ tability will depend in large part upon the effectiveness and efﬁ ciency of our marketing expenditures and our ability to select effective markets and media in which to advertise. Our business success depends on our ability to attract and retain customers, which signiﬁ cantly depends on our marketing practices. In 2015, 2014 and 2013 our marketing expenditures were $15.3 million, $17.0 million and $22.1 million, respectively. Our future growth and proﬁ tability will depend in large part upon the effectiveness and efﬁ ciency of our marketing expenditures, including our ability to: • create greater awareness of our brand and our program; • identify the most effective and efﬁ cient levels of spending in each market, media and speciﬁ c media vehicle; • determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures; • effectively manage marketing costs (including creative and media) in order to maintain acceptable customer acquisition costs; • acquire cost-effective television advertising; • select the most effective markets, media and speciﬁ c media vehicles in which to advertise; and • convert consumer inquiries into actual orders. Our planned marketing expenditures may not result in increased revenue or generate sufﬁ cient levels of brand name and program awareness. We may not be able to manage our marketing expenditures on a cost-effective basis whereby our customer acquisition costs may exceed the contribution proﬁ t generated from each additional customer. Our sales may be adversely impacted by the health and stability of the general economy. Our results of operation are highly dependent on product sales and program fees. A downturn in general economic conditions, such as a recession or prolonged economic slowdown, may reduce the demand for our products and otherwise adversely affect our sales. For example, economic forces, including general economic conditions, demographic trends, consumer conﬁ dence in the economy, changes in disposable consumer income and/or reductions in discretionary spending, may cause consumers to defer or decrease purchases of our products and programs which could adversely affect our revenue, gross margins, and/or our overall ﬁ nancial condition and operating results. We rely on third parties to provide us with a majority of the products we sell and we manufacture the remaining portion. The inability to obtain the necessary product from our third-party manufacturers or to produce products could cause our revenue, earnings or reputation to suffer. We rely on third-party manufacturers to supply approximately 58% of the food and other products we sell. If we are unable to obtain sufﬁ cient quantity, quality and variety of food and other products in a timely and low-cost manner from our manufacturers, we will be unable to fulﬁ ll our customers’ orders in a timely manner, which may cause us to lose revenue and market share or incur higher costs, as well as damage the value of the Medifast brand. Therefore, we are dependent on maintaining good relationships with these manufacturers. The services we require from these parties may be disrupted due to a number of factors associated with their businesses, including the following: • labor disruptions; 9 • delivery problems; • ﬁ nancial condition or results of operations; • internal inefﬁ ciencies; • equipment failure • severe weather; • ﬁ re; • nature or man-made disasters; • shortages of ingredients; and • USDA or FDA compliance issues. We manufacture approximately 42% of the food and other products we sell. As a result we are dependent upon the uninterrupted and efﬁ cient operation of our sole manufacturing facility in Owings Mills, Maryland. The operations at this facility may be disrupted by a number of factors, including the following: • labor disruptions; • power failures; • equipment failure; • internal inefﬁ ciencies; • severe weather; • ﬁ re; • nature or man-made disasters; and • USDA or FDA compliance issues. There can be no assurance that the occurrence of these or any other operation problems at our sole facility would not have a material adverse effect on our business, ﬁ nancial condition or results of operations. We may be subject to claims that our Health Coaches are unqualiﬁ ed to provide proper weight loss advice. Our Health Coaches are independent contractors and, accordingly, we are not in a position to provide the same level of oversight as we would if Health Coaches were our own employees. As a result, there can be no assurance that our Health Coaches will comply with our policies and procedures despite our internal compliance efforts. Additionally, some of our Health Coaches do not have extensive training or certiﬁ cation in nutrition, diet or health ﬁ elds and have only undergone the training they receive from us. We may be subject to claims from our customers alleging that our Health Coaches lack the qualiﬁ cations necessary to provide proper advice regarding weight loss and related topics. We may also be subject to claims that our Health Coaching have provided inappropriate advice or have inappropriately referred or failed to refer customers to health care providers for matters other than weight loss. Such claims could result in lawsuits, damage to our reputation and divert management’s attention from our business, which would adversely affect our business. We may be subject to health or advertising related claims from our customers. Our weight loss program does not include medical treatment or medical advice, and we do not engage physicians or nurses to monitor the progress of our customers. Many people who are overweight suffer from other physical conditions, and our target consumers could be considered a high-risk population. A customer who experiences health problems could allege or bring a lawsuit against us on the basis that those problems were caused or worsened by participating in our weight management program. Further, customers who allege that they were deceived by any statements that we made in advertising or labeling could bring a lawsuit against us under consumer protection laws. Currently, we are neither subject to any such allegations nor have we been named in any such litigation. If we were subject to any such claims, while we would defend ourselves against such claims, we may ultimately be unsuccessful in our defense. Also, defending ourselves against such claims, regardless of their merit and ultimate outcome, would likely be lengthy and costly, and adversely affect our brand image, customer loyalty and results of operations. The weight management industry is highly competitive. If any of our competitors or a new entrant into the market with signiﬁ cant resources pursues a weight management program similar to ours, our business could be signiﬁ cantly affected. Competition is intense in the weight management industry and we must remain competitive in the areas of program efﬁ cacy, price, taste, customer service and brand recognition. Our competitors include companies selling pharmaceutical products and weight loss programs, digital tools and wearable trackers, as well as a wide variety of diet foods and meal replacement bars and shakes, appetite suppressants and nutritional supplements. Some of our competitors are signiﬁ cantly larger than we are and have substantially greater resources. Our business could be adversely affected if someone with signiﬁ cant resources decided to imitate our weight management program. For example, if a major supplier of pre-packaged foods decided to enter this market and made a substantial investment of resources in advertising and training diet counselors, our business could be signiﬁ cantly affected. Any increased competition from new entrants into our industry or any increased success by existing competition could result in reductions in our sales or prices, or both, which could have an adverse effect on our business and results of operations. New weight loss products or services may put us at a competitive disadvantage and our business may suffer. The weight management industry is subject to changing consumer demands based, in large part, on the efﬁ cacy and popular appeal of weight management programs. The popularity of weight management programs is dependent, in part, on their ease of use, cost and channels of distribution as well as consumer 10 trends, and, on an ongoing basis, many existing and potential providers of weight loss solutions, including many pharmaceutical ﬁ rms with signiﬁ cantly greater ﬁ nancial and operating resources than we have, are developing new products and services. The creation of a weight loss solution, such as a drug therapy, that is perceived to be safe, effective and “easier” than a portion-controlled meal plan would put us at a disadvantage in the marketplace and our results of operations could be negatively affected. If we do not continue to develop innovative new services and products or if our services and products do not continue to appeal to the market, or if we are unable to successfully expand into new channels of distribution or respond to consumer trends, our business may suffer. The increasing focus of consumers on more integrated lifestyle and ﬁ tness approaches rather than just food, nutrition and diet could adversely impact the popularity of our programs. Our future success depends on our ability to continue to develop and market new, innovative services and products and to enhance our existing services and products, each on a timely basis to respond to new and evolving consumer demands, achieve market acceptance and keep pace with new nutritional, weight management, technological and other developments. We may not be successful in developing, introducing on a timely basis or marketing any new or enhanced services and products, and we cannot assure you that any new or enhanced services or products will appeal to the market. Our failure to develop new products and services and to enhance our existing products and services, and the failure of our products and services to continue to appeal to the market could have an adverse impact on our ability to attract and retain customers and thus adversely affect our business, ﬁ nancial condition or results of operations. We may be subject to litigation from our competitors. Our competitors may pursue litigation against us based on our advertising or other marketing practices regardless of merit and chances of success, especially if we engage in competitive advertising, which includes advertising that directly or indirectly mentions a competitor or a competitor’s weight loss program in comparison to our program. While we would defend ourselves against any such claims, our defense may ultimately be unsuccessful. Also, defending against such claims, regardless of merit and ultimate outcome, may be lengthy and costly, strain our resources and divert management’s attention from their core responsibilities, which would have a negative impact on our business. Our business is subject to online security risks, including security breaches and identity theft. Unauthorized users who penetrate our information security could misappropriate proprietary or customer information or data or cause interruptions to the product offerings on our website. As a result, it may become necessary to expend signiﬁ cant additional amounts of capital and resources to protect against, or to alleviate, problems caused by unauthorized users. These expenditures, however, may not prove to be a timely remedy against unauthorized users who are able to penetrate our information security. In addition to purposeful security breaches, the inadvertent transmission of computer viruses could adversely affect our computer systems and, in turn, harm our business. A signiﬁ cant number of states require that customers be notiﬁ ed if a security breach results in the disclosure of their personal ﬁ nancial account or other information. Additional states and governmental entities are considering such “notice” laws. In addition, other public disclosure laws may require that material security breaches be reported. If we experience a security breach and such notice or public disclosure is required in the future, our reputation and our business may be harmed. In the ordinary course of our business, we collect and utilize proprietary and customer information and data. Privacy concerns among prospective and existing customers regarding our use of such information or data collected on our website or through our services and products, such as weight management information, ﬁ nancial data, email addresses and home addresses, could keep them from using our website or purchasing our services or products. We currently face certain legal obligations regarding the manner in which we treat such information and data. Businesses have been criticized by privacy groups and governmental bodies for their use and handling of such information and data. We rely on third-party software products to secure our credit card transactions. Although we have developed systems and processes that are designed to protect consumer information and prevent fraudulent payment transactions and other security breaches, failure to prevent or mitigate such fraud or breaches or changes in industry standards or regulations may adversely affect our business and operating results or cause us to lose our ability to accept credit cards as a form of payment and result in chargebacks of the fraudulently charged amounts. Furthermore, widespread credit card fraud may lessen our customers’ willingness to purchase our products on our website. Third parties may infringe on our brand, trademarks and other intellectual property rights, which may have an adverse impact on our business. We currently rely on a combination of trademark and other intellectual property laws and conﬁ dentiality procedures to establish and protect our proprietary rights, including our brand. Because our business relies heavily on a direct-to-consumer business model, our brand is an important element of our business strategy. If we fail to successfully enforce our intellectual property rights, the value of our brand, services and products could be diminished and our business may suffer. Additionally, failure to protect our intellectual property could result in the entry of a competitor to the market. Our precautions may not prevent misappropriation of our intellectual property. Any legal action that we may bring to protect our brand and other intellectual property could be unsuccessful and expensive and could divert management’s attention from other business concerns. In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property, especially in Internet-related businesses, are uncertain and evolving. We cannot assure you that these evolving legal standards will sufﬁ ciently protect our intellectual property rights in the future. We may in the future be subject to intellectual property rights claims. Third parties may in the future make claims against us alleging infringement of their intellectual property rights. Any intellectual property claims, regardless of merit, could be time-consuming and expensive to litigate or settle and could signiﬁ cantly divert management’s attention from other business concerns. In addition, if we were unable to successfully defend against such claims, we may have to pay damages, stop selling the service or product or stop using the software, technology or content found to be in violation of a third party’s rights, seek a license for the infringing service, product, software, technology or content or develop alternative non-infringing services, products, software, technology or content. If we cannot license on reasonable terms, develop 11 alternatives or stop using the service, product, software, technology or content for any infringing aspects of our business, we may be forced to limit our service and product offerings. Any of these results could reduce our revenue and our ability to compete effectively, increase our costs or harm our business. We may not be able to successfully implement new strategic initiatives, which could adversely impact our business. We are continuously evaluating changing consumer preferences and the competitive environment of our industry and seeking out opportunities to improve our performance through the implementation of selected strategic initiatives. The goal of these efforts is to develop and implement a comprehensive and competitive business strategy which addresses the continuing changes in the weight management industry environment and our position within the industry. For example, as the healthcare industry continues to evolve its response to the obesity epidemic so do the requirements, both regulatory and business, for providers. If we do not successfully meet these requirements, we may not be perceived as an appropriate partner for certain purposes. We may not be able to successfully implement our strategic initiatives and realize the intended business opportunities, growth prospects, including new business channels, and competitive advantages. Our efforts to capitalize on business opportunities may not bring the intended results. Assumptions underlying expected ﬁ nancial results or consumer demand may not be met or economic conditions may deteriorate. We also may be unable to attract and retain highly qualiﬁ ed and skilled personnel to implement our strategic initiatives. If these or other factors limit our ability to successfully execute our strategic initiatives, our business activities, ﬁ nancial condition and results of operations may be adversely affected. The sale of our products in markets outside of the United States may subject us to risks. We have entered into certain arrangements for the sale of our products in international markets and we plan to expand our international sales, marketing and distribution activities on our own and through arrangements with partners located in other countries. The sale, marketing and distribution of our products and programs in such locations is subject to a number of uncertainties, including, but not limited to, the following: • Economic and political instability; • Import or export licensing requirements; • Trade restrictions; • Product registration requirements; • Longer payment cycles; • Changes in regulatory requirements and tariffs; • Potentially adverse tax consequences; and • Potentially weak protection of intellectual property rights. We are dependent on our key executive ofﬁ cers for future success. If we lose the services of any of our key executive ofﬁ cers and we are unable to timely retain a qualiﬁ ed replacement, our business could be harmed. Our future success depends to a signiﬁ cant degree on the skills, experience and efforts of our key executive ofﬁ cers. The loss of the services of any of these individuals could harm our business. We have not obtained life insurance on any key executive ofﬁ cers. If any key executive ofﬁ cers left us or were seriously injured and became unable to work, our business could be harmed. Provisions in our certiﬁ cate of incorporation may deter or delay an acquisition of us or prevent a change in control, even if an acquisition or a change of control would be beneﬁ cial to our stockholders. Provisions of our certiﬁ cate of incorporation (as amended) may have the effect of deterring unsolicited takeovers or delaying or preventing a third party from acquiring control of us, even if our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests. Our certiﬁ cate of incorporation (as amended) permits our Board of Directors to issue preferred stock without stockholder approval upon such terms as the Board of Directors may determine. The rights of the holders of our common stock will be junior to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock could have the effect of making it more difﬁ cult for a third party to acquire, or discouraging a third party from acquiring, a majority of our outstanding common stock. The issuance of a substantial number of preferred shares could adversely affect the price of our common stock. Risks Related to Our Industry Changes in consumer preferences could negatively impact our operating results. Our program features pre-packaged food selections, which we believe offer convenience and value to our customers. Our continued success depends, to a large degree, upon the continued popularity of our program versus various other weight loss, weight management and ﬁ tness regimens, such as low carbohydrate diets, appetite suppressants and diets featured in the published media. Changes in consumer tastes and preferences away from our pre-packaged food and support and counseling services, and any failure to provide innovative responses to these changes, may have a materially adverse impact on our business, ﬁ nancial condition, operating results, cash ﬂ ows and prospects. Our success is also dependent on our food innovation including maintaining a robust array of food items and improving the quality of existing items. If we do not continually expand our food items or provide customers with items that are desirable in taste and quality, our business could be harmed. The weight loss industry is subject to adverse publicity, which could harm our business. 12 The weight loss industry receives adverse publicity from time to time, and the occurrence of such publicity could harm us, even if the adverse publicity is not directly related to us. Congressional hearings about practices in the weight loss industry have also resulted in adverse publicity and a consequent decline in the revenue of weight loss businesses. Future research reports or publicity that is perceived as unfavorable or that question certain weight loss programs, products or methods could result in a decline in our revenue. Because of our dependence on consumer perceptions, adverse publicity associated with illness or other undesirable effects resulting from the consumption of our products or similar products by competitors, whether or not accurate, could also damage customer conﬁ dence in our weight loss program and result in a decline in revenue. Adverse publicity could arise even if the unfavorable effects associated with weight loss products or services resulted from the user’s failure to use such products or services appropriately. Our industry is subject to governmental regulation that could increase in severity and hurt results of operations. Our industry is subject to federal, state and other governmental regulation. Certain federal and state agencies, such as the Federal Trade Commission (the “FTC”), regulate and enforce laws relating to advertising, disclosures to consumers, privacy, consumer pricing and billing arrangements and other consumer protection matters. A determination by a federal or state agency, or a court, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity, and restrictions of our business operations. Some advertising practices in the weight loss industry have led to investigations from time to time by the FTC and other governmental agencies. Many companies in the weight loss industry, including our predecessor businesses, have entered into consent decrees with the FTC relating to weight loss claims and other advertising practices. In October 2009, the FTC published its revised Guides concerning the Use of Endorsements and Testimonials in Advertising which now requires us to use a statement as to what the typical weight loss customers can expect to achieve on our program when using a customer’s weight loss testimonial in advertising. Federal and state regulation of advertising practices generally, and in the weight loss industry in particular, may increase in scope or severity in the future, which could have a material adverse impact on our business. Other aspects of our industry are also subject to government regulation. For example, the labeling and distribution of food products, including dietary supplements, are subject to strict USDA and FDA requirements and food manufacturers are subject to rigorous inspection and other requirements of the USDA and FDA, and companies operating in foreign markets must comply with those countries’ requirements for proper labeling, controls on hygiene, food preparation and other matters. If federal, state, local or foreign regulation of our industry increases for any reason, then we may be required to incur signiﬁ cant expenses, as well as modify our operations to comply with new regulatory requirements, which could harm our operating results. Additionally, remedies available in any potential administrative or regulatory actions may include product recalls and requiring us to refund amounts paid by all affected customers or pays other damages, which could be substantial. Laws and regulations directly applicable to communications, operations or commerce over the Internet such as those governing intellectual property, privacy, libel and taxation, are more prevalent and remain unsettled. If we are required to comply with new laws or regulations or new interpretations of existing laws or regulations, or if we are unable to comply with these laws, regulations or interpretations, our business could be adversely affected. Future laws or regulations, including laws or regulations affecting our marketing and advertising practices, relations with consumers, employees, service providers, or our services and products, may have an adverse impact on us. The manufacture and sale of ingested products involves product liability and other risks. Like other manufacturers and distributors of products that are ingested, we face an inherent risk of exposure to product liability claims if the use of our products results in illness or injury. The foods and products that we manufacture and sell in the U.S. are subject to laws and regulations, including those administered by the USDA and FDA that establish manufacturing practices and quality standards for food products. Product liability claims could have a material adverse effect on our business as existing insurance coverage may not be adequate. Distributors of weight loss food products, including dietary supplements, have been named as defendants in product liability lawsuits from time to time. The successful assertion or settlement of an uninsured claim, a signiﬁ cant number of insured claims or a claim exceeding the limits of our insurance coverage would harm us by adding costs to the business and by diverting the attention of senior management from the operation of the business. We may also be subject to claims that our products contain contaminants, are improperly labeled; include inadequate instructions as to use or inadequate warnings covering interactions with other substances. Additionally, the manufacture and sale of these products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. To date, we have not been a party to any product liability litigation and we are not aware of any instance in which any of our products have been defective in any way that could give rise to product liability claims. Product liability litigation, even if not meritorious, is very expensive and could also entail adverse publicity for us and reduce our revenue. Any negative publicity associated with these actions would adversely affect our brand and may result in decreased product sales and, as a result, lower revenue and proﬁ ts. ITEM 1B. UNRESOLVED STAFF COMMENTS None ITEM 2. DESCRIPTION OF PROPERTY In Owings Mills, Maryland, the Company owns a 49,000 square-foot manufacturing facility and leases two buildings which serve as corporate headquarterswhich are set to expire on August 31, 2016 and October 31, 2017. The Company owns a 119,000 square-foot distribution facility in Ridgley, Maryland and leases a second distribution center in Dallas, Texas which includes a call center. This lease is set to expire on March 31, 2018. Both distribution facilities give the Company adequate product distribution capacity for the foreseeable future. The Company owned a 3,000 square-foot conference and training facility in Ocean City, Maryland that was sold in February 2016. The Company leases a raw materials warehouse in Arbutus, Maryland that expires in May 2018. The Company also has 41 leases for what were its corporate owned Medifast Weight Control Centers. The 41 leases include 3 agreements for Centers that were closed in December 2013 and 7 agreements for Centers that were closed in December 2014 that the Company is in the process of negotiating lease terminations or sublease arrangements, if possible. The remaining 31 agreements are for Centers that were sold to franchise partners during 2014 and the Company entered into sublease agreements with the franchisees. All corporate leases range in terms from one to ten years. 13 ITEM 3. LEGAL PROCEEDINGS Medifast entered into a number of Franchise and Development Agreements with Team Wellness, Inc. and Team Wellness Louisiana, LLC for the operation of Medifast Centers in the States of Alabama, Tennessee, and Louisiana. The primary owner and representative of the Team Wellness companies personally guaranteed the companies’ obligations. Team Wellness, Inc. failed to make payments required under the terms of a Loan Agreement that Team Wellness, Inc. had entered into with Bank of America and for which Medifast provided a limited guarantee. As a result, Medifast served Team Wellness, Inc. with a Notice of Default and Opportunity to Cure. After Team Wellness, Inc. failed to cure and pay the outstanding amounts, and was otherwise in default under the Franchise and Development Agreements, Medifast served Team Wellness, Inc. with a Notice of Termination. In addition, Medifast terminated Team Wellness Louisiana LLC’s franchises, alleging that Team Wellness Louisiana LLC and its guarantor never disclosed to Medifast that RMS Management LLC was an owner of Team Wellness Louisiana LLC but rather represented to Medifast that the guarantor was the sole owner. When the companies and the primary guarantor failed to pay the monies owed or comply with their post-termination obligations, Medifast ﬁ led a lawsuit on November 21, 2014 against the primary guarantor and the companies in the United States District Court for the District of Maryland (Medifast Franchise Systems, Inc. v. Team Wellness, Inc., et al., No. 14-03668 (D. Md.) for breach of contract (nonpayment) and fraud (relating to Medifast’s allegation that Team Wellness LLC and its guarantor failed to disclose that RMS Management LLC was an owner of Team Wellness Louisiana LLC). The complaint seeks damages, enforcement of the termination of the Franchise and Development Agreements, and an injunction ordering the defendants to comply with their post- termination obligations under the Franchise and Development Agreements. Medifast moved for a default judgment against the companies after they failed to answer the complaint. The court granted the motion on June 24, 2015. The Court’s Order requires the companies to pay $2,100,927.53 million to Medifast, which includes the following: outstanding royalties and receivables on food purchases in the amount of $141,239.89, reimbursement for loan payments in the amount of $1,892,834.44, and interest and fees on those loan payments in the amount of $66,853.20. In addition, the court awarded Medifast its attorneys’ fees and costs in the amount of $45,231.05. The Court’s Order also requires the companies to abide by their post-termination obligations under the Franchise Agreements, including that they cease using Medifast’s conﬁ dential information. The case against the primary guarantor remains ongoing.\ Medifast recently ﬁ led for summary judgment against the guarantor for nonpayment and fraud – the remaining counts in the complaint on February 2, 2016. The guarantor ﬁ led a motion for summary judgment on the fraud claim and on February 2, 2016. Those motions are currently pending before the court. Medifast granted franchise rights to operate 16 weight loss control Centers to franchisee TransformU, LLC (“TransformU”) in Virginia and Maryland in May and December, 2014. In connection with those transactions, Jason Properties, LLC (“Jason Properties”) assigned certain real estate leases and other liabilities in connection with the Centers, which were assumed by TransformU and guaranteed by TransformU’s principals, Ronald M. Fields, Jr. and James Smith. TransformU ceased operating the Centers, ceased paying fees pursuant to the governing franchise agreements, and ceased paying rent under the operative leases prior to the expiration of the lease terms. On January 12, 2016, Medifast and Jason Properties ﬁ led suit against TransformU, Mr. Fields, and Mr. Smith in the United States District Court for the Eastern District of Virginia in a case entitled Jason Properties, LLC, et al. v. TransformU , et al., Case No. 1:16-cv-35 AHH/JFA alleging that TransformU and Messrs. Fields and Smith defaulted on their obligations pursuant to the above-mentioned agreements and seeking in excess of $650,000 in damages. The action was dismissed with prejudice on February 5, 2016 by joint stipulation in accordance with the terms of a settlement agreement reached between the parties. In addition to the above matters, the Company is, from time to time, subject to a variety of litigation and similar proceedings incidental to 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, ﬁ nancial position or liquidity. ITEM 4. MINE SAFETY DISCLOSURES Not applicable 14 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock trades on the New York Stock Exchange (“NYSE”) under the symbol MED. The following table sets forth the low and high closing prices for the Company’s common stock as reported by the NYSE by ﬁ scal quarters for 2015 and 2014: PART II Quarter Ended March 31, 2015 Quarter Ended June 30, 2015 Quarter Ended September 30, 2015 Quarter Ended December 31, 2015 Quarter Ended March 31, 2014 Quarter Ended June 30, 2014 Quarter Ended September 30, 2014 Quarter Ended December 31, 2014 Holders 2015 Low High 29.64 29.66 26.67 26.70 2014 Low High 24.23 28.88 26.15 29.39 33.40 33.34 32.66 31.99 29.57 34.08 34.98 33.79 There were approximately 112 record holders of the Company’s common stock as of March 1, 2016. This number does not include beneﬁ cial owners of our securities held in the name of nominees. Dividends Prior to the fourth quarter of 2015, the Company had not declared or paid any dividend since inception. On December 16, 2015, the Company’s board of directors declared a dividend of $0.25 per share to stockholders of record as of the close of business on December 28, 2015. Subsequent to December 31, 2015, the Company’s board of directors declared a dividend of $0.25 per share to stockholders of record as of the close of business on March 21, 2016, payable on May 10, 2015. The declaration and payment of dividends in the future will be determined by the Company’s board of directors in light of conditions then existing, including the Company’s earnings, ﬁ nancial condition, capital requirements and other factors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources.” Securities Authorized for Issuance Under Equity Compensation Plans The information under the heading “Securities Authorized for Issuance Under Equity Compensation Plans” will be ﬁ led in the Company’s deﬁ nitive proxy statement for the 2015 annual meeting of stockholders and is incorporated herein by reference. Issuer Purchases of Equity Securities At the outset of the quarter ended December 31, 2015, there were 847,567 shares of the Company’s common stock eligible for repurchase under the repurchase authorization dated September 16, 2014. No repurchases were made during the fourth quarter of 2015; however throughout the year 40,368 shares of common stock, at an average purchase price of $31.89, were surrendered by employees to the Company during 2015 for the payment of the minimum tax liability withholding obligations upon the vesting of shares of restricted stock. 15 Performance Graph The following graph compares the Company’s cumulative total stockholder return (Common Stock price appreciation plus dividends, on a reinvested basis) over the last ﬁ ve ﬁ scal years with the Standard & Poor’s S&P 500 Index and the Company’s selected peer group, including NutriSystem Inc., Herbalife Ltd., USANA Health Sciences, and Weight Watchers International, Inc. 12/10 12/11 12/12 12/13 12/14 Medifast, Inc. S&P 500 Peer Group 100.00 100.00 100.00 47.51 102.11 138.28 91.38 118.45 108.88 90.48 156.82 184.28 116.17 178.29 117.72 ITEM 6. SELECTED FINANCIAL DATA The selected condensed consolidated ﬁ nancial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Report, and the consolidated ﬁ nancial statements and notes thereto of the Company included in Part II, Item 8 of this Report. The historical results provided below are not necessarily indicative of future results. (In thousands, except per share data) Revenue Income from Operations Income from Continuing Operations before Income Taxes Basic EPS from continuing operations Basic EPS Diluted EPS from continuing operations Diluted EPS Cash dividends declared per share 2015 2014 2013 2012 2011 $ 272,773 28,684 29,671 $ 285,285 30,246 31,693 $ 324,054 38,410 39,043 $ 318,571 27,140 28,356 $ 272,467 33,768 34,067 $ $ 1.64 1.68 1.62 1.66 0.25 $ 1.66 1.04 1.65 1.03 – $ 1.97 1.74 1.96 1.73 – $ 1.34 1.16 1.34 1.16 – 1.63 1.33 1.60 1.31 – Total Assets Current Portion of long-term debt and capital lease facilities Total long-term debt and capital leases $ 117,326 219 – $ 115,910 232 242 $ 132,650 222 474 $ 130,251 528 3,809 $ 105,665 1,426 4,251 Weighted average shares outstanding Basic Diluted 11,959 12,071 12,670 12,778 13,774 13,818 13,722 13,740 13,965 14,198 16 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our consolidated ﬁ nancial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Our signiﬁ cant accounting policies are described in Note 2 to the consolidated ﬁ nancial statements. The preparation of our consolidated ﬁ nancial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the ﬁ nancial statements, and the reported amounts of revenue and expenses during the reporting period. Management develops, and changes periodically, these estimates and assumptions based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Management considers the following accounting policies to be the most critical in preparing our consolidated ﬁ nancial statements. These critical accounting policies have been discussed with our Audit Committee, as appropriate. Revenue Recognition: Revenue is recognized net of discounts, rebates, promotional adjustments, price adjustments, and estimated returns and upon transfer of title and risk to the customer which occurs at shipping (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonably assured as the majority of sales are paid for prior to shipping. Medifast Weight Control Centers’ program fees were recognized over the estimated service period. Impairment of Fixed Assets and Long-Lived Assets: We continually assess the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Judgments regarding the existence of impairment indicators are based on legal factors, market conditions and our operating performance. Future events could cause us to conclude that impairment indicators exist and the carrying values of ﬁ xed and intangible assets may be impaired. Any resulting impairment loss would be limited to the value of net ﬁ xed and intangible assets. Income Taxes: The beneﬁ t of a tax position is recognized in the ﬁ nancial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax beneﬁ t that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the beneﬁ ts associated with tax positions taken that exceeds the amount measured as described above is reﬂ ected as a liability for unrecognized tax beneﬁ ts in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We evaluated our tax positions and determined that we did not have any material uncertain tax positions. Our policy is to recognize interest and penalties accrued on uncertain tax positions as part of income tax expense. For the twelve months ended December 31, 2015 and 2014, no material estimated interest or penalties were recognized for the uncertainty of certain tax positions. We ﬁ le income tax returns in the United States, Canada and various states jurisdictions. We are currently under audit by the IRS for 2010, but do not anticipate it to have a signiﬁ cant impact on previously reported results as well as beneﬁ ts realized under our current tax structure. Other than 2010, we are no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for the years before 2012. Reserves for Returns: We review the reserves for customer returns at each reporting period and adjust them to reﬂ ect data available at that time. To estimate reserves for returns, we consider actual return rates in preceding periods. To the extent the estimate of returns changes, we will adjust the reserve, which will impact the amount of product sales revenue recognized in the period of the adjustment. Our estimates for returns have not differed materially from our actual returns. The provision for estimated returns as of December 31, 2015 and 2014 were $323,000 and $290,000, respectively. Operating leases: Medifast leases retail stores, distribution facilities, and ofﬁ ce space under operating leases. Many lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses and contingent rent provisions. The Company recognizes incentives and minimum rental expenses on a straight-line basis over the terms of the leases. We commence recording rent expense on the date of initial possession, which is generally when we enter the space and begin to make improvements to properties for our intended use. For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of income. For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of income. Several leases provide for contingent rents, which are determined as a percentage of gross sales in excess of speciﬁ ed levels. We record a contingent rent liability on the consolidated balance sheets and the corresponding rent expense when we determine achieving speciﬁ ed levels is probable. BACKGROUND The Company is engaged in the production, distribution, and sale of weight loss, weight management, and healthy living products and other consumable health and diet products. The Company’s product lines include weight loss, weight management, and healthy living meal replacements, snacks, hydration products and vitamins. Our product sales accounted for 97% of our revenues in 2015 and 98% of our revenues in 2014. We review and analyze a number of key operating and ﬁ nancial metrics to manage our business, including revenue to advertising spend, number of active Health Coaches and average monthly revenue generated per Health Coach in the Take Shape For Life® channel. In 2014, the Company exited the MWCC corporate center model with the sale of 41 Centers to existing franchise partners and the closure of the remaining 34 corporate Centers. The assets, liabilities, operating results, and cash ﬂ ows of the MWCC corporate center channel have been presented separately as discontinued operations in the consolidated ﬁ nancial statements for all periods presented. 17 CONSOLIDATED RESULTS OF OPERATIONS 2015 COMPARISON WITH 2014 Overview of the Twelve Months Ended December 31, 2015 Compared to the Twelve Months Ended December 31, 2014 Twelve Months Ended December 31, 2014 2014 $ Change % Change Revenue Cost of sales Gross Proﬁ t $ 272,773,000 $ 285,285,000 $ (12,512,000) 71,458,000 201,315,000 76,078,000 209,207,000 (4,620,000) (7,892,000) Selling, general, and administrative costs 172,631,000 178,961,000 (6,330,000) Income from operations 28,684,000 30,246,000 (1,562,000) Other income Interest income, net Other income Income from continuing operations before income taxes Provision for income tax expense Income from continuing operations Income (loss) from discontinued operations, net of tax Net income % of revenue Gross Proﬁ t Selling, general, and administrative costs Income from Operations 661,000 326,000 987,000 29,671,000 10,104,000 19,567,000 491,000 716,000 731,000 1,447,000 31,693,000 10,664,000 21,029,000 (7,848,000) (55,000) (405,000) (460,000) (2,022,000) (560,000) (1,462,000) 8,339,000 $ 20,058,000 $ 13,181,000 $ 6,877,000 73.8% 63.3% 10.5% 73.3% 62.7% 10.6% -4% -6% -4% -4% -5% -8% -55% -32% -6% -5% -7% -106% 52% Revenue: Revenue decreased to $272.8 million in 2015 compared to $285.3 million in 2014, a decrease of $12.5 million. The Take Shape For Life® sales channel accounted for 74.1%, the Medifast Direct channel accounted for 17.8%, the Franchise Medifast Weight Control Centers channel accounted for 6.3%, and the Medifast Wholesale channel accounted for 1.8% of total revenue. The year to date revenue to spend ratio for continuing operations for 2015 was 17.9-to-1 compared to 16.8-to-1 for 2014. Total advertising spend, inclusive of broker fees, for continuing operations was $15.3 million in 2015 compared to $17.0 million in 2014. Take Shape For Life® revenue decreased 2% to $202.2 million in 2015 compared with $206.7 million in 2014. The decline in revenue for Take Shape For Life® was caused by the Company having less active Health Coaches and clients coming out of 2014 as compared to 2013, driving down revenues in the ﬁ rst three quarters of 2015. This impact was partially offset by a price increase in the ﬁ rst quarter of 2015. In 2014, the Company deﬁ ned active Health Coaches as Health Coaches earning income from a product sale in the last month of the quarter. However, in order to provide a more accurate depiction of the number of Health Coaches contributing to Take Shape For Life® revenues, the Company began reporting a new active Health Coach count and average revenue per active Health Coach in the ﬁ rst quarter of 2015. The number of active Health Coaches is now reported as the number of earning coaches each quarter instead of the number of earning Health Coaches in the last month of the quarter. The average revenue per Health Coach will now be calculated on a quarterly basis instead of an average month within the quarter. These new quarterly measurements provide a more consistent metric for quarterly comparison. The number of active Health Coaches and quarterly revenue per Health Coach rebounded in the quarter ended December 31, 2015, in which the number of active Health Coaches increased to 11,900 compared with 11,700 for the quarter ended December 31, 2014, an increase of 2%. For the same period, the average quarterly revenue per Health Coach increased to $4,039 in 2015 from $3,896 in 2014. 18 The new and historical metrics for the prior period are as follows: Reporting Period Q4 2014 New Active Health Coaches 11,700 Historical Active Health Coaches 9,300 New Revenue per Health Coach $3,896 Historical Revenue per Health Coach $1,401 Medifast Direct Sales revenue decreased 15% to $48.7 million in 2015 as compared with $57.2 million in 2014, a decrease of $8.5 million. Revenues in this channel are driven primarily by targeted customer marketing and advertising. Sales were down in comparison to 2014 as new customer acquisition continues to be challenging. To optimize proﬁ tability, we decreased our advertising spend in 2015 by 10.1% in comparison to 2014. Franchise Medifast Weight Control Centers channel revenue increased 11% year-over-year, with revenue of $17.1 million in 2015 compared to $15.4 million in 2014. Sixty-one franchise centers were in operation as of December 31, 2015, as compared to 73 Centers as of December 31, 2014. Twelve Centers were closed during the year, including 10 corporate centers that were transitioned to the franchise model in June of 2014. The increase in revenue was the result of sales derived from corporate centers that were transitioned to the franchise model in June 2014 and December 2014, partially offset by decreased sales per Center and the closure of two Centers opened greater than a year. Medifast Wholesale revenue decreased 20%, or $1.2 million, to $4.8 for the year ended December 31, 2015 compared to $6.0 million for the year ended December 31, 2014. The decrease was due to the loss of certain accounts resulting from Medifast’s enforcement of business partner compliance distribution requirements. Costs of Sales: Cost of sales decreased $4.6 million in 2015 to $71.5 million as compared to $76.1 million in 2014, primarily due to decreased sales volumes. As a percentage of sales, gross margin increased to 73.8% in 2015 from $73.3% in 2014. The gross margin improvement was primarily driven by price increases and shipping efﬁ ciencies recognized during the year. Selling, General and Administrative Costs: Selling, general and administrative expenses decreased by $6.3 million compared to 2014. As a percentage of sales, selling, general and administrative expenses increased to 63.3% versus 62.7% in 2014. Selling general and administrative costs include $2.1 million and $2.6 million for 2015 and 2014, respectively, of extraordinary legal expenses resulting from certain Schedule 13D ﬁ lings. Fiscal year 2014 also includes a $2.0 million accrual for a franchise loan default guaranteed by Medifast. Excluding these items, selling, general, and administrative expense decreased $3.8 million. Adjusted selling, general, and administrative expenses as a percentage of sales increased to 62.5% of sales in 2015 as compared to 61.1% in 2014. Take Shape For Life® commission expense, which is variable based upon product sales, decreased by approximately $2.1 million, or 2.5%, which is in line with the 2% decrease in revenue year-over-year. Health Coaches are compensated on product sales referred to the Company. Health Coaches can earn compensation under the Integrated Compensation Plan in two ways: • Commissions: The primary way a Health Coach is compensated is through earning commissions on product sold to their clients. Health Coaches earn commissions by selling products through their own replicated website or through the Company’s in-house call center. The clients of Health Coaches are responsible for ordering and paying for products, and their order is shipped directly from the Company to the client’s home or designated address. Our Health Coaches do not handle payments and are not required to purchase or store products in order to receive a commission. In addition, Health Coaches do not receive a commission on their own personal product orders. Health Coaches pay the same price for products as their clients. The Company pays retail commissions to qualiﬁ ed Health Coaches on a weekly basis. • Bonuses: Health Coaches are offered several bonus opportunities for acquiring clients, sponsoring Health Coaches and helping them to build their business, and sponsoring Health Coaches who become higher ranking leaders. The purposes of these bonuses are to reward Health Coaches for successfully growing and supporting their clients and to incentivize Health Coaches to further support and develop other Health Coaches within their team. Health Coaches do not earn a commission or bonus when they recruit a new Health Coach into the Take Shape For Life® network. Fees paid by new Health Coaches for start-up materials are at the Company’s approximate cost. Salaries and beneﬁ ts increased by approximately $0.6 million in 2015 as compared to 2014. The year-over-year increase was driven by higher bonus expenses and medical costs, partially offset by a reduction in salaries and beneﬁ ts resulting from lower headcount and a decrease in stock compensation expense. Sales and marketing expense decreased by $1.3 million in 2015 as compared to the prior year as a result of lower advertising spend and a decrease in expenses associated with the Take Shape For Life® annual convention. Total advertising spend was $15.3 million in 2015 versus $17.0 million in 2014. The decrease in spending was offset by an increase in production costs for the Medifast commercials that aired in the ﬁ rst quarter of 2015 and an increase in the Company’s research and development costs related to an ongoing study. General expenses decreased $2.2 million in 2015 as compared to 2014. Included in 2014, was the recording of a $2.0 million default of a franchise loan agreement. Excluding this, the year-over-year change would have been $0.2 million and was driven by a decrease in legal expenses. The decrease in legal fees is largely due to the settlement agreement with Engaged Capital, LLC that was reached during the ﬁ rst quarter, limiting the extraordinary legal fees incurred during 2015. These savings were partially offset by an increase in accounting expenses and costs associated with retaining GKV as the Company’s marketing and advertising agency. Other expenses decreased by $1.1 million for the year ended December 31, 2015 compared to the year ended December 31, 2014. The improvement was due to a decrease in depreciation expense and a reduction in credit card fees due to reduced revenues. These improvements were partially offset by an increase in licenses and fees. Income taxes: In 2015, the Company recorded $10.1 million in income tax expense, an effective tax rate of 34.1%. In 2014, the Company recorded 10.7 million in income tax expense, an effective tax rate of 33.6%. The increase in the effective tax rate in 2015 over 2014 was the result of beneﬁ ts realized in 2014 from research and development credits that were retroactive to 2010. The Company anticipates a tax rate of approximately 33 – 34% in 2016. 19 Income from continuing operations: Income from continuing operations was $19.6 million in 2015 as compared to $21.0 million in 2014, a decrease of $1.4 million. Pre-tax proﬁ t as a percent of sales decreased to 10.9% for the year ended December 31, 2015 compared to 11.1% for the year ended December 31, 2014. The year to date decrease in income is a result of the reduced sales offset by the Company’s efforts to manage expenses. Excluding the extraordinary legal expenses in 2015 and 2014 and the accrued franchise loan obligation in 2014, income from continuing operations would have been $20.9 million, or $1.73 per share, for the year ended December 31, 2015 and $24.1 million, or $1.89 per share, for the year ended December 31, 2014. Loss from discontinued operations: In 2014, the Company exited the MWCC corporate center model with the sale of 41 Centers to existing franchise partners and the closure of the remaining 34 corporate centers. The Company had $0.5 million in income from discontinued operations in 2015 compared to a $7.8 loss from discontinued operations in 2014. The income generated in 2015 was primarily the result of the settlement of lease agreements offset by incremental closure costs incurred during the year. Net income: Net income was $20.1 million in 2015 compared to $13.2 million in 2014. The year-over-year change was driven by the factors described above in the explanations for income from continuing operations and loss from discontinued operations. CONSOLIDATED RESULTS OF OPERATIONS 2014 COMPARISON WITH 2013 Overview of the Twelve Months Ended December 31, 2014 Compared to Twelve Months Ended December 31, 2013 Twelve Months Ended December 31, 2014 2013 $ Change % Change Revenue Cost of sales Gross Proﬁ t $ 285,285,000 $ 324,054,000 $ (38,769,000) 76,078,000 209,207,000 83,488,000 240,566,000 (7,410,000) (31,359,000) Selling, general, and administrative costs 178,961,000 202,156,000 (23,195,000) Income from operations 30,246,000 38,410,000 (8,164,000) Other income Interest income, net Other income 716,000 731,000 1,447,000 509,000 124,000 633,000 Income from continuing operations before income taxes Provision for income tax expense 31,693,000 10,664,000 39,043,000 11,908,000 Income from continuing operations Loss from discontinued operations, net of tax 21,029,000 (7,848,000) 27,135,000 (3,166,000) 207,000 607,000 814,000 (7,350,000) (1,244,000) (6,106,000) (4,682,000) Net income % of revenue Gross Proﬁ t Selling, general, and administrative costs Income from Operations $ 13,181,000 $ 23,969,000 $ (10,788,000) 73.3% 62.7% 10.6% 74.2% 62.4% 11.9% -12% -9% -13% -11% -21% 41% 490% 129% -19% -10% -23% 148% -45% Revenue: Revenue decreased to $285.3 million in 2014 compared to $324.1 million in 2013, a decrease of $38.8 million. The Take Shape For Life® sales channel accounted for 72.5%, the Medifast Direct channel accounted for 20.0%, the Franchise Medifast Weight Control Centers channel accounted for 5.4%, and the Medifast Wholesale channel accounted for 2.1% of total revenue. The year to date revenue to spend ratio for continuing operations for 2014 was 16.8-to-1 compared to 14.7-to-1 for 2013. Total advertising spend, inclusive of broker fees, for continuing operations was $17.0 million in 2014 compared to $22.1 million in 2013. Take Shape For Life® revenue decreased 10% to $206.7 million in 2014 compared with $228.7 million in 2013. The decrease in revenue for Take Shape For Life® was driven by a decrease in the number of active Health Coaches and revenue per Health Coach along with the accrued impact from the creation of the new BeSlim Club loyalty program. Utilizing the new quarterly metrics, the number of active Health Coaches at the end of 2014 decreased to 11,700 compared with 12,800 during the period a year ago, a decrease of 11%. The average revenue per Health Coach per quarter decreased to $3,896 in 2014 from $4,047 in 2013. Approximately half of the decrease of the Health Coach count was due to having less pay periods used in the calculation versus the number of pay periods used in the prior year. 20 As discussed above, the Company redeﬁ ed the active Health Coach and revenue per active Health Coach metrics in the ﬁ rst quarter of 2015. The new and historical metrics for the two periods presented are as follows: Reporting Period Q4 2014 Q4 2013 New Active Health Coaches 11,700 12,800 Historical Active Health Coaches New Revenue per Health Coach Historical Revenue per Health Coach 9,300 10,500 $3,896 $4,047 $1,401 $1,477 Medifast Direct Sales revenue decreased 24% to $57.2 million as compared with $75.5 million in 2013, a decrease of $18.3 million. Revenues in this channel are primarily driven by targeted customer advertising on-line, across local radio, via email and direct mail campaigns, and by highlighting customer successes in large national publications and on television. The Company experienced lower marketing efﬁ ciencies and new customer acquisition during the year; and therefore, reduced marketing spending to optimize proﬁ tability. The Company’s decision to reduce spending impacted the year-over-year revenue for the channel. As compared to 2013, the Company increased fourth quarter spending in an effort to drive 2015 sales. Franchise Medifast Weight Control Centers channel revenue increased 1% year-over-year, with revenue of $15.4 million in 2014 compared to $15.3 million in 2013. There were 73 franchise centers in operation as of December 31, 2014, including 19 corporate centers that were transitioned in June 2014 and 17 corporate centers that were transitioned in December 2014. There were 17 franchise centers that closed during 2014, including 5 Centers transitioned to the franchise model in June 2014 and 7 Centers opened during 2014. There were 41 franchise centers in operation as of December 31, 2013. The increase in revenue was driven by the conversion of corporate centers over to Franchise Centers offset by franchise center closures as well as a decrease in sales of franchise centers open greater than one year. Medifast Wholesale revenue increased 30%, or $1.4 million, to $6.0 for the year ended December 31, 2014 compared to $4.6 million for the year ended December 31, 2013. The increase was driven by a reallocation of internal sales resources to improve revenue in the channel for both domestic and international customers. Costs of Sales: Cost of sales decreased $7.4 million in 2014 to $76.1 million as compared to $83.5 million in 2013. As a percentage of sales, gross margin decreased from 74.2% in 2013 to $73.3% in 2014, which was the result of increased year-over-year product costs primarily driven by a reduction in manufacturing volumes. Selling, General and Administrative Costs: Selling, general and administrative expenses decreased by $23.2 million compared to 2013. As a percentage of sales, selling, general and administrative expenses increased to 62.7% versus 62.4% in 2013. Included in selling general and administrative costs for 2014 are $2.6 million in extraordinary legal expenses resulting from certain Schedule 13D ﬁ lings and a $2.0 million accrual for a franchise loan default guaranteed by Medifast. Excluding these items, selling, general, and administrative expense as a percentage of sales would have been 61.1%, a decrease of 130 basis points compared to 2013. Take Shape For Life® commission expense, which is variable based upon product sales, decreased by approximately $15.6 million, or 15.4%, as a result of a new compensation plan introduced in late 2013 and a 10% decrease in sales for the channel. Salaries and beneﬁ ts decreased by approximately $3.5 million in 2014 as compared to 2013. The year-over-year decrease was driven by reductions in bonuses, salaries, and medical expenses resulting from the Company’s continued focus on headcount. These improvements were partially offset by an increase in stock compensation expense. Sales and marketing expense decreased by $5.1 million in 2014 as compared to the prior year as a result of lower advertising expenses. The Company continues to focus on efﬁ ciency improvements and balancing sales and marketing expense in an effort to drive proﬁ tability. The Company increased yearover- year fourth quarter revenue spending in an effort to drive 2015 sales. General expenses increased $3.0 million in 2014 as compared to 2013. The year-over-year change was driven by a $2.0 million accrual relating to a default on a franchise loan guaranteed by Medifast and an increase in legal expenses, inclusive of $2.6 million in extraordinary expenses resulting from certain Schedule 13D ﬁ lings. These were partially offset by a decrease in information technology consulting fees. Other expenses consisting primarily of depreciation and credit card processing fees, decreased by $1.7 million. The decrease in expenses for the period was the result of a reduction in credit card fees due to reduced revenues and the ﬁ nal settlement of Voluntary Disclosure Agreement’s (VDA) accrued in 2012 and issued in 2013. Income taxes: In 2014, the Company recorded $10.7 million in income tax expense, an effective rate of 33.6%. In 2013, the Company recorded $11.9 million in income tax expense, an effective rate of 30.5%. The increase in the effective tax rate in 2014 over 2013 was a result of beneﬁ ts realized in 2013 from research and development credits of $0.5 million that were retroactive to 2012, as well as realizing beneﬁ ts of $0.8 million from extensive state income tax restructuring (to take advantage of apportionment methodology) which also related to prior years. As a manufacturing entity based in Maryland, in 2013 the Company adopted the single sales factor apportionment method in addition to claiming new state jobs credits and research and development credits. The Company anticipates a tax rate of approximately 33 – 34% in 2015. Income from continuing operations: Income from continuing operations was $21.0 million in 2014 as compared to $27.1 million in 2013, a decrease of $6.1 million. Income from operations decreased by $8.2 million, or 21%, versus 2013 with the percent of sales decreasing to 10.6% in 2014 as compared to 11.9% in 2013. The year-over-year decrease in proﬁ tability was primarily driven by the 11.9% reduction in sales coupled with an increase in product costs, a $1.8 million after tax extraordinary legal and advisory expenses incurred in relation to the certain Schedule 13D ﬁ lings and a $1.3 million after tax accrual relating to a default on a franchise loan guaranteed by Medifast. These negative impacts to proﬁ ts were partially offset by the Company’s continued efforts to closely monitor spending as demonstrated in the decrease in selling, general, and administrative expenses outlined above. 21 Loss from discontinued operations: In 2014, the Company exited the MWCC corporate center model by selling 41 Centers to existing franchise partners (24 Centers were sold in June 2014 and the remaining 17 Centers were sold in December 2014) and closing the remaining 34 corporate centers. Loss from discontinued operations was $7.8 million in 2014 as compared to $3.1 million in 2013, a decrease of $4.7 million. The year-over-year decrease includes the $8.6 million pre-tax, $5.2 million after-tax, charge for the closure of 34 Centers in December 2014. This charge includes $0.6 million for one-time termination beneﬁ ts, $4.4 million for closed clinic lease obligations, $3.3 million for impaired assets, and $0.5 million in other facility related closure costs. These exit activity costs were partially offset by a gain of $0.2 million on the sale of Centers. Net income: Net income was $13.2 million in 2014 compared to $24.0 million in 2013. The year-over-year change was driven by the factors described above in the explanations for income from continuing operations and loss from discontinued operations. Non-GAAP Financial Measures In addition to providing results that are determined in accordance with GAAP, the Company provides certain non-GAAP ﬁ nancial measures. The Company’s 2015 and 2014 non-GAAP ﬁ nancial measures of adjusted net income and adjusted diluted earnings per share exclude the charges the Company incurred in relation to extraordinary legal expenses in connection with the Schedule 13D ﬁ lings. The 2014 results also exclude a franchise loan default guaranteed by Medifast. Because all of these charges are unique events, not directly related to the Company’s normal operations, the Company believes these non-GAAP ﬁ nancial measures may help investors better understand and compare our operating results and trends by eliminating this component. The reconciliations of these non-GAAP ﬁ nancial measures are as follows: Income from operations Adjustments Franchise loan guarantee accrual Legal expenses- 13D Adjusted Income from operations Income from continuing operations Adjustments Franchise loan guarantee accrual Legal expenses- 13D Adjusted income from continuing operations Loss on discontinued operations, net of tax Adjusted Net Income Diluted earnings per share from continuing operations Impact for adjustments Adjusted diluted earnings per share continuing operations Diluted Loss per share from discontinued operations Adjusted diluted earnings per share 2015 Years Ended December 31, 2014 2013 $ 28,684,000 $ 30,246,000 $ 38,410,000 - 2,084,000 30,768,000 $ 1,980,000 2,597,000 34,823,000 $ - - 38,410,000 $ 2015 Years Ended December 31, 2014 2013 $ 19,567,000 $ 21,029,000 $ 27,135,000 - 1,374,000 20,941,000 491,000 21,432,000 1.62 0.11 1.73 0.04 1.77 $ $ $ $ $ $ 1,342,000 1,761,000 24,132,000 (7,848,000) 16,284,000 1.65 0.24 1.89 (0.62) 1.27 $ $ $ $ $ $ - - 27,135,000 (3,166,000) 23,969,000 1.96 - 1.96 (0.23) 1.73 $ $ $ $ $ $ The weighted-average diluted shares outstanding used in the calculation of theses non-GAAP ﬁ nancial measures are the same as the weighted-average shares outstanding used in the calculation of the reported per share amounts. Excluding the impact of the $2.1 million extraordinary legal expenses incurred in connection with the Schedule 13D ﬁ lings for the year ended December 31, 2015 and the impact of the $2.0 million franchise loan guarantee and the $2.6 extraordinary legal expenses incurred in connection with the 13D ﬁ lings for the year ended December 31, 2014, income from operations decreased $4.0 million to $30.8 million from $34.8 million. Adjusted income from continuing operations for the year ended December 31, 2015 decreased to $20.9 million from income from adjusted continuing operations of $24.1 million for the year ended December 31, 2014. Adjusted net income for the year ended December 31, 2015 increased to $21.4 million from net income of $16.3 million for the year ended December 31, 2014. Adjusted diluted earnings per share from continuing operations for the year ended December 31, 2015 decreased to $1.73 as compared to adjusted diluted earnings per share from continuing operations of $1.89 for the same period in 2014. Adjusted diluted earnings per share for the year ended December 31, 2015 increased to $1.77 as compared to adjusted diluted earnings per share of $1.27 for the same period in 2014. LIQUIDITY AND CAPITAL RESOURCES The Company had stockholders’ equity of $88.6 million and working capital of $64.5 million on December 31, 2015 compared with $80.5 million and $55.0 million at December 31, 2014, respectively. The $8.1 million net decrease in stockholder’s equity reﬂ ects $20.1 million in 2015 proﬁ ts offset by the $10.5 million used to purchase shares of the Company’s common stock as well as other equity transactions as outlined in the “Consolidated Statement of Changes in Stockholders’ Equity” included in our consolidated ﬁ nancial statements. The Company also declared a dividend of $0.25 per share to its common stockholders during the fourth quarter of 2015 which was paid in the ﬁ rst quarter of 2016. Subsequent to December 31, 2015, the Company’s board of directors declared a dividend of $0.25 per share to stockholders of record as of the close of business on March 21, 2016, payable on May 10, 2015. While we intend to continue the dividend program and believe we will have sufﬁ cient liquidity to do so, we can provide no assurance we will be able to continue 22 the declaration and payment of dividends. The Company’s cash and cash equivalents position increased from $24.5 million at December 31, 2014 to $42.0 million at December 31, 2015. In the year ended December 31, 2015 the Company generated cash ﬂ ow of $33.1 million from continuing operations, partially attributable to $19.6 million in income from continuing operations. Cash provided by operating activities of $16.5 million primarily includes depreciation and amortization of $7.1 million, a $3.6 million decrease in prepaid income taxes, share-based compensation of $3.1 million, a decrease in inventory of $2.4 million, and a $0.3 million decrease in other assets. This was offset by cash used by operating activities of $3.0 million including a $2.4 million decrease in accounts payable and accrued expenses, a $0.5 million net realized gain on investment securities, and deferred income taxes of $0.1 million. Net cash used in operating activities from discontinued operations was $3.7 million including income from discontinued operations of $0.5 million. Cash provided by operating activities from discontinued operations totaled $2.6 million and includes a non-cash beneﬁ t of $2.4 million for deferred taxes and a $0.1 decrease in inventory. Cash used by operating activities from discontinued operations of $6.8 million include a $6.5 million decrease in accounts payable and accrued expenses and a $0.3 million increase in accounts receivable. In the year ended December 31, 2015, net cash used in investing activities from continuing operations was $0.2 million, which was due to $9.3 million for the purchase of investment securities offset by $11.9 million of cash generated by the sale of investment securities and $2.8 million for the purchase of property and equipment. In the year ended December 31, 2015, ﬁ nancing activities from continuing operations used $11.7 million in cash. The Company used $10.5 million to purchase shares of the Company’s common stock in the open market, to repurchase shares of the Company’s common stock to cover employee taxes of $1.3 million, and to repay $0.3 million in capital leases. The Company realized a cash beneﬁ t for excess tax beneﬁ ts from share-based compensation in the amount of $0.2 million. As of December 31, 2015, there are 847,567 shares of the Company’s common stock eligible for repurchase under the repurchase authorization dated September 16, 2014. In the year ended December 31, 2015, the Company had a non-cash beneﬁ t of $0.1 million related to foreign currency translation. In pursuing its business strategy, the Company may require additional cash for operating and investing activities. The Company expects future cash requirements, if any, to be funded from operating cash ﬂ ow and ﬁ nancing activities. The Company evaluates acquisitions from time to time as presented. Contractual Obligations and Commercial Commitments The Company has the following contractual obligations as of December 31, 2015: Operating Leases (a) Operating Leases for Closed MWCC Centers (b) Operating Leases for Sold MWCC Centers (c) Capital Leases (d) Less Than 1 Year 1 - 3 Years Total $ 1,330,000 409,000 1,090,000 225,000 $ 1,026,000 252,000 866,000 - $ 2,356,000 661,000 1,956,000 225,000 Total contractual obligations $ 3,054,000 $ 2,144,000 $ 5,198,000 (a) The Company has operating leases in place for leased corporate ofﬁ ces, our Texas Distribution center, our raw materials warehouse, and the Company’s printers. (b) The Company has 10 operating leases in place that extend beyond December 31, 2015 for closed Medifast Corporate Weight Control Centers. The Company is actively seeking to reach lease termination agreements on these obligations and settled three termination agreements during the ﬁ rst quarter of 2016. These Centers made up $143,000, and $162,000 of the costs above for the periods less than 1 year and 1-3 years, respectively. (c) The Company has 31 operating leases in place that extend beyond December 31, 2015 for previous Medifast Corporate Weight Control Centers sold to franchise partners. The Company remains named on the leases, however the obligations have been subleased to the franchisees. (d) The Company leases large commercial printers for our printing operations that are accounted for as capital leases, these obligations are detailed in Note 7 of the consolidated ﬁ nancial statements. INFLATION To date, inﬂ ation has not had a material effect on the Company’s business. 23 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and a decline in the stock market. The Company does not enter into derivatives, foreign exchange transactions or other ﬁ nancial instruments for trading or speculative purposes. The Company paid off its outstanding debt during the ﬁ rst quarter of 2013, eliminating our current exposure to interest rate risk. We are exposed to market risk related to changes in interest rates and market pricing impacting our investment portfolio. Our current investment policy is to maintain an investment portfolio consisting mainly of U.S. money market and high-grade corporate securities, directly or through managed funds. Our cash is deposited in and invested through highly rated ﬁ nancial institutions in North America. Our marketable securities are subject to interest rate risk and market pricing risk and will fall in value if market interest rates increase or if market pricing decreases. If market interest rates were to increase and market pricing were to decrease immediately and uniformly by 10% from levels at December 31, 2015, we estimate that the fair value of our investment portfolio would decline by an immaterial amount and therefore we would not expect our operating results or cash ﬂ ows to be affected to any signiﬁ cant degree by the effect of a change in market conditions on our investments. ITEM 8. FINANCIAL STATEMENTS The information required by this item is set forth on pages 29 to 45 hereto and incorporated by reference herein. ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES There were no disagreements with the Company’s independent auditors, regarding accounting and financial disclosures for the fiscal year ending December 31, 2015. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures In accordance with Exchange Act Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Ofﬁ cer and Chief Financial Ofﬁ cer, of the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a- 15(b) as of the end of the period covered by this report. Based upon that evaluation, our management has concluded that our disclosure controls and procedures are effective as of December 31, 2015. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over ﬁ nancial reporting for the Company. Internal control over ﬁ nancial reporting is a process to provide reasonable assurance regarding the reliability of our ﬁ nancial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over ﬁ nancial reporting includes maintaining records that in reasonable detail accurately and fairly reﬂ ect our transactions, providing reasonable assurance that transactions are recorded as necessary for preparation of our ﬁ nancial statements, providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization, and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our ﬁ nancial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over ﬁ nancial reporting is not intended to provide absolute assurance that a misstatement of our ﬁ nancial statements would be prevented or detected. Management conducted an evaluation of the effectiveness of our internal control over ﬁ nancial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, our management concluded that the Company’s internal control over ﬁ nancial reporting was effective as of December 31, 2015. The effectiveness of the Company’s internal control over ﬁ nancial reporting as of December 31, 2015, was audited by RSM US LLP, our independent registered public accounting ﬁ rm, as stated in their report appearing below. Changes in our Internal Control No change in our internal control over ﬁ nancial reporting (as deﬁ ned in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over ﬁ nancial reporting. Limitations on the Effectiveness of Controls Our management, including our Chief Executive Ofﬁ cer and Chief Financial Ofﬁ cer, does not expect that our disclosure controls or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reﬂ ect the fact that there are resource constraints, and the beneﬁ ts of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 24 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Medifast, Inc. We have audited Medifast, Inc. and subsidiaries’ (the “Company”) internal control over ﬁ nancial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. The Company’s management is responsible for maintaining effective internal control over ﬁ nancial reporting and for its assessment of the effectiveness of internal control over ﬁ nancial reporting included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over ﬁ nancial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over ﬁ nancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁ nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over ﬁ nancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁ nancial reporting and the preparation of ﬁ nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁ nancial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂ ect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁ nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the ﬁ nancial statements. Because of its inherent limitations, internal control over ﬁ nancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over ﬁ nancial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash ﬂ ows for each of the three years in the period ended December 31, 2015 of the Company and our report dated March 15, 2016 expressed an unqualiﬁ ed opinion. /s/ TSM US LLP Baltimore, Maryland March 15, 2016 25 ITEM 9B. OTHER INFORMATION Not applicable 26 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE PART III Information required by this item is incorporated herein by reference from the Company’s deﬁ nitive proxy statement for the 2016 annual meeting of stockholders. ITEM 11. EXECUTIVE COMPENSATION Information required by this item is incorporated herein by reference from the Company’s deﬁ nitive proxy statement for the 2016 annual meeting of stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this item is incorporated herein by reference from the Company’s deﬁ nitive proxy statement for the 2016 annual meeting of stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this item is incorporated herein by reference from the Company’s deﬁ nitive proxy statement for the 2016 annual meeting of stockholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required by this item is incorporated herein by reference from the Company’s deﬁ nitive proxy statement for the 2016 annual meeting of stockholders. 27 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are ﬁ led as part of this Report (a) 1. Financial Statements See Index to the Consolidated Financial Statements on page 29 of this Report 2. Financial Statement Schedules None, as all information required in these schedules is included in the Notes to the Consolidated Financial Statements. 3. Exhibits Reference is made to the Exhibit Index on page 46 of this Report for a list of exhibits required by Item 601 of Registration S-K to be ﬁ led as part of this Report. 28 MEDIFAST, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 30 31 32 33 34 35 36 29 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Medifast, Inc. We have audited the consolidated balance sheets of Medifast, Inc. and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash ﬂ ows for each of the three years in the period ended December 31, 2015. These ﬁ nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ﬁ nancial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁ nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁ nancial statements. An audit also includes assessing the accounting principles used and signiﬁ cant estimates made by management, as well as evaluating the overall ﬁ nancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated ﬁ nancial statements referred to above present fairly, in all material respects, the ﬁ nancial position of Medifast, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash ﬂ ows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over ﬁ nancial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 15, 2016 expressed an unqualiﬁ ed opinion on the effectiveness of the Company’s internal control over ﬁ nancial reporting. /s/ RSM US LLP Baltimore, Maryland March 15, 2016 30 MEDIFAST, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2015 and 2014 ASSETS Current assets: Cash and cash equivalents Accounts receivable-net of allowance for sales returns and doubtful accounts of $417,000 and $354,000 Inventory Investment securities Income taxes, prepaid Prepaid expenses and other current assets Deferred tax assets Current assets of discontinued operations Total current assets Property, plant and equipment - net Other assets Long-term assets of discontinued operations TOTAL ASSETS LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses Current maturities of capital leases Current liabilities of discontinued operations Total current liabilities Other liabilities: Capital leases, net of current portion Deferred tax liabilities Long-term liabilities of discontinued operations Total liabilities 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 Additional paid-in capital Accumulated other comprehensive income/(loss) Retained earnings Total stockholders’ equity 2015 2014 $ 42,037,000 1,633,000 13,335,000 25,072,000 1,549,000 2,886,000 1,208,000 353,000 88,073,000 29,029,000 205,000 19,000 $ 24,459,000 1,650,000 15,735,000 28,185,000 5,099,000 2,875,000 3,727,000 184,000 81,914,000 33,477,000 497,000 22,000 $ 117,326,000 $ 115,910,000 $ 22,504,000 219,000 841,000 23,564,000 $ 21,854,000 232,000 4,858,000 26,944,000 - 4,890,000 288,000 28,742,000 242,000 5,492,000 2,756,000 35,434,000 12,000 12,000 - (62,000) 88,634,000 88,584,000 1,132,000 435,000 78,897,000 80,476,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 117,326,000 $ 115,910,000 The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 31 MEDIFAST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2015, 2014, and 2013 Revenue Cost of sales Gross Proﬁ t 2015 2014 2013 $ 272,773,000 71,458,000 201,315,000 $ 285,285,000 76,078,000 209,207,000 $ 324,054,000 83,488,000 240,566,000 Selling, general, and administrative 172,631,000 178,961,000 202,156,000 Income from operations Other income Interest and dividend income, net Other income Income from continuing operations before income taxes Provision for income taxes Income from continuing operations Income (loss) from discontinued operations, net of tax Net income Basic earnings per share Earnings per share from continuing operations Earnings (loss) per share from discontinued operations Earnings per share Diluted earnings per share Earnings per share from continuing operations Earnings (loss) per share from discontinued operations Earnings per share Weighted average shares outstanding - Basic Diluted 28,684,000 30,246,000 38,410,000 661,000 326,000 987,000 29,671,000 10,104,000 19,567,000 491,000 20,058,000 1.64 0.04 1.68 1.62 0.04 1.66 $ $ $ $ $ $ $ 716,000 731,000 1,447,000 31,693,000 10,664,000 21,029,000 (7,848,000) 13,181,000 1.66 (0.62) 1.04 1.65 (0.62) 1.03 $ $ $ $ $ $ $ 509,000 124,000 633,000 39,043,000 11,908,000 27,135,000 (3,166,000) 23,969,000 1.97 (0.23) 1.74 1.96 (0.23) 1.73 $ $ $ $ $ $ $ 11,959,252 12,070,730 12,670,387 12,778,277 13,774,083 13,817,693 Cash dividends declared per share $ 0.25 $ - $ - The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 32 MEDIFAST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2015, 2014, and 2013 Net income Other comprehensive income, net of tax 2015 2014 2013 $ 20,058,000 $ 13,181,000 $ 23,969,000 Change in foreign currency translation, net of tax Change in unrealized gains/losses on marketable securities: Change in fair value of marketable securities, net of tax Adjustment for net (gains)/losses realized and included in net income, net of tax Total change in unrealized (gains)/losses on marketable securities, net of tax 64,000 (245,000) (316,000) (561,000) - - 207,000 (475,000) (268,000) 257,000 (107,000) 150,000 Other comprehensive income (loss) (497,000) (268,000) 150,000 Comprehensive income $ 19,561,000 $ 12,913,000 $ 24,119,000 The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 33 MEDIFAST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Years Ended December 31, 2015, 2014, and 2013 Balance, December 31, 2012 Share-based compensation Share-based compensation tax beneﬁ t Treasury stock purchases Treasury stock retirement Net income Other comprehensive income Number of Shares Issued 15,525,955 Par Value $0.001 Amount 16,000 Additional Paid-In Capital 40,191,000 Retained Earnings 76,534,000 Accumulated other comprehensive income 553,000 Treasury Stock (26,508,000) 16,163 3,209,000 383,000 (2,398,809) (3,000) (43,783,000) (2,803,000) 23,969,000 (20,081,000) 46,589,000 150,000 Total 90,786,000 3,209,000 383,000 (20,081,000) - 23,969,000 150,000 Balance, December 31, 2013 13,143,309 13,000 - 97,700,000 703,000 - 98,416,000 Share-based compensation Net shares repurchased for employee taxes Share-based compensation tax beneﬁ t Treasury stock purchases Treasury stock retirement Net income Other comprehensive income 349,473 (37,634) 3,918,000 (1,152,000) 275,000 (1,127,092) (1,000) (1,909,000) (31,984,000) 13,181,000 (33,894,000) 33,894,000 (268,000) 3,918,000 (1,152,000) 275,000 (33,894,000) - 13,181,000 (268,000) Balance, December 31, 2014 12,365,690 12,000 1,132,000 78,897,000 435,000 - 80,476,000 Options exercised by executives and directors Share-based compensation Net shares repurchased for employee taxes Share-based compensation tax beneﬁ t Cash dividends declared to stockholders Treasury stock purchases Treasury stock retirement Net income Other comprehensive loss 1,666 51,305 (40,368) 44,000 3,081,000 (1,296,000) 247,000 (364,341) (3,208,000) (3,013,000) (7,308,000) 20,058,000 (10,516,000) 10,516,000 (497,000) 44,000 3,081,000 (1,296,000) 247,000 (3,013,000) (10,516,000) - 20,058,000 (497,000) Balance, December 31, 2015 12,013,952 12,000 - 88,634,000 (62,000) - $ 88,584,000 The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 34 MEDIFAST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2015, 2014 & 2013 Cash ﬂ ows from operating activities: Net income Income (loss) from discontinued operations, net of tax Income from continuing operations Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: Depreciation and amortization Realized (gain) on investment securities, net Share-based compensation Deferred income taxes (Gain)/loss on disposal of ﬁ xed assets Changes in assets and liabilities which provided (used) cash: Accounts receivable Inventory Prepaid expenses and other current assets Other assets Accounts payable and accrued expenses Income taxes Net cash provided by operating activities- continuing operations Net cash provided by (used in) operating activities- discontinued operations Net cash provided by operating activities Cash Flow from Investing Activities: Sale of investment securities Purchase of investment securities Purchase of property and equipment Net cash used in investing activities- continuing operations Net cash provided by (used in) investing activities- discontinued operations Net cash used in investing activities Cash Flow from Financing Activities: Repayment of long-term debt and capital leases Decrease in note receivable Net shares repurchased for employees taxes Options exercised by executives and directors Excess tax beneﬁ ts from share-based compensation Purchase of treasury stock Net cash used in ﬁ nancing activities- continuing operations Net cash used in ﬁ nancing activities- discontinued operations Net cash used in ﬁ nancing activities 2015 2014 2013 $ 20,058,000 491,000 19,567,000 $ 13,181,000 (7,848,000) 21,029,000 $ 23,969,000 (3,166,000) 27,135,000 7,115,000 (458,000) 3,081,000 (106,000) 81,000 17,000 2,400,000 (56,000) 292,000 (2,363,000) 3,550,000 33,120,000 (3,709,000) 29,411,000 11,880,000 (9,250,000) (2,819,000) (189,000) - (189,000) (255,000) 45,000 (1,296,000) 44,000 247,000 (10,516,000) (11,731,000) - (11,731,000) 8,052,000 (771,000) 3,918,000 286,000 (29,000) (708,000) 1,802,000 (349,000) (318,000) (376,000) (5,198,000) 27,338,000 (1,802,000) 25,536,000 29,636,000 (26,080,000) (7,024,000) (3,468,000) 950,000 (2,518,000) (222,000) 52,000 (1,152,000) - 275,000 (33,894,000) (34,941,000) - (34,941,000) 7,901,000 (74,000) 3,209,000 428,000 392,000 87,000 2,615,000 204,000 746,000 (1,427,000) 972,000 42,188,000 172,000 42,360,000 14,359,000 (25,355,000) (11,386,000) (22,382,000) (220,000) (22,602,000) (3,641,000) 26,000 - - 383,000 (20,081,000) (23,313,000) - (23,313,000) Foreign currency impact 87,000 - - NET CHANGE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents - beginning of the period Cash and cash equivalents - end of period Supplemental disclosure of cash ﬂ ow information: Interest paid Income taxes paid 17,578,000 24,459,000 42,037,000 22,000 4,182,000 $ $ $ (11,923,000) 36,382,000 24,459,000 131,000 12,721,000 $ $ $ (3,555,000) 39,937,000 36,382,000 57,000 9,983,000 $ $ $ The accompanying notes are an integral part of these consolidated ﬁ nancial statements. 35 Medifast, Inc. and Subsidiaries Notes to Consolidated Financial Statements For the Years Ended December 31, 2015, 2014 and 2013 1. NATURE OF THE BUSINESS Medifast, Inc. (the “Company” or “Medifast”) is a Delaware corporation, incorporated in 1989. The Company’s operations are primarily conducted through seven of its wholly owned subsidiaries, Jason Pharmaceuticals, Inc., Take Shape For Life,® LLC, Jason Enterprises, Inc., Jason Properties, LLC, Medifast Franchise Systems, Medifast Nutrition, Inc. and Seven Crondall, LLC. The Company is engaged in the production, distribution, and sale of weight loss, weight management, and healthy living products and other consumable health and diet products. Medifast product lines include weight loss, weight management, and healthy living meal replacements, snacks, hydration products and vitamins. The Company has one modern, Food and Drug Administration (“FDA”)- approved manufacturing facility located in Owings Mills, Maryland. These products are sold through various channels of distribution, including the internet, call center, independent health advisors, medical professionals, franchise weight loss clinics, and direct consumer marketing supported via the phone and internet. The processing, formulation, packaging, labeling and advertising of the Company’s products are subject to regulation by one or more federal agencies, including the FDA, the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission, the United States Department of Agriculture, and the United States Environmental Protection Agency. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Signiﬁ cant accounting policies followed in the preparation of the consolidated ﬁ nancial statements are as follows: Principles of Consolidation - The consolidated ﬁ nancial statements include the accounts of the Company and its wholly owned subsidiaries, Jason Pharmaceuticals, Inc., Take Shape For Life,® LLC, Seven Crondall Associates, LLC, Jason Properties, LLC, Medifast Franchise Systems, Inc., Medifast Nutrition, Inc. and Jason Enterprises, Inc. All inter-Company transactions and balances have been eliminated in consolidation. Reclassiﬁ cation – Certain amounts reported for prior periods have been reclassiﬁ ed to be consistent with the current period presentation. No reclassiﬁ cation in the consolidated ﬁ nancial statements had a material impact on the presentation. Use of Estimates – The preparation of ﬁ nancial statements in conformity with generally accepted accounting principles in the United States of America 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 ﬁ nancial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents - Cash and cash equivalents consist of cash on deposit in ﬁ nancial institutions, institutional money funds and other short-term investments with a maturity of 90 days or less at the time of purchase. Concentration of Credit Risk – Our cash and cash equivalents and available-for-sale securities are maintained at several ﬁ nancial institutions, and the balances with these ﬁ nancial institutions often exceed the amount of insurance provided on such accounts by the Federal Deposit Insurance Corporation. The cash and cash equivalents generally are maintained with ﬁ nancial institutions with reputable credit, and therefore bear minimal credit risk. Historically, we have not experienced any losses due to such concentration of credit risk. Fair Value of Financial Instruments - Our ﬁ nancial instruments include cash and cash equivalents, investment in available-for-sale securities, trade receivables and debt. The carrying amounts of cash and cash equivalents, and trade receivables approximate fair value due to their short maturities. The fair values of investment in available-for-sale securities are based on dealer quotes. The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms. Accounts Receivable and Allowance for Sales Returns and Doubtful Accounts - Accounts receivable are recorded net of reserves for sales returns and allowances, and net of provisions for doubtful accounts. We review the reserves for customer returns at each reporting period and adjust them to reﬂ ect data available at that time. To estimate reserves for returns, we consider actual return rates in preceding periods. To the extent the estimate of returns changes, we will adjust the reserve, which will impact the amount of product sales revenue recognized in the period of the adjustment. Our estimates for returns have not differed materially from our actual returns. The provision for estimated returns as of December 31, 2015 and 2014 was $323,000 and $290,000, respectively. Allowances for doubtful accounts are based primarily on an analysis of aged accounts receivable balances and the credit worthiness of our customers as determined by credit checks and analysis, as well as customer payment history. The allowance for doubtful accounts as of December 31, 2015 and 2014 was $94,000 and $64,000, respectively. Inventory - Inventories consist principally of packaged meal replacements held in the Company’s warehouses. Inventory is stated at the lower of cost or market, utilizing the ﬁ rst-in, ﬁ rst-out method. The cost of ﬁ nished goods includes the cost of raw materials, packaging supplies, direct and indirect labor and other indirect manufacturing costs. On a quarterly basis, management reviews inventory for unsalable or obsolete inventory. Investment Securities – The Company’s investments consist of debt and equity securities classiﬁ ed as available-for-sale securities. Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of accumulated other comprehensive income in stockholders’ equity. Interest and dividends on marketable debt and equity securities are recognized in income 36 when declared. Realized gains and losses, including losses from declines in value of speciﬁ c securities determined by management to be other-thantemporary, if any, are included in income. Income Taxes – The beneﬁ t of a tax position is recognized in the ﬁ nancial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax beneﬁ t that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the beneﬁ ts associated with tax positions taken that exceeds the amount measured as described above is reﬂ ected as a liability for unrecognized tax beneﬁ ts in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We evaluated our tax positions and determined that we did not have any material uncertain tax positions. Our policy is to recognize interest and penalties accrued on uncertain tax positions as part of income tax expense. For the years ending December 31, 2015 and 2014, no material estimated interest or penalties were recognized for the uncertainty of certain tax positions. We ﬁ le income tax returns in the United States, Canada and various states jurisdictions. We are currently under audit by the IRS for 2010, but do not anticipate it to have a signiﬁ cant impact on previously reported results as well as beneﬁ ts realized under our current tax structure. Other than 2010, we are no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for the years before 2012. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Advertising Costs - Advertising costs are expensed as incurred, except for the preparation, layout, design and production of advertising costs which are expensed when the advertisement is ﬁ rst used. Advertising expense for continuing operations, excluding broker fees, for the years ended December 31, 2015, 2014, and 2013, amounted to $15 million, $17 million, and $21 million, respectively. Operating Leases - Medifast leases retail stores, distribution facilities, and ofﬁ ce space under operating leases. Many of our lease agreements contain tenant improvement allowances, rent holidays, rent escalation clauses, and contingent rent provisions. The Company recognizes incentives and minimum rental expenses on a straight-line basis over the terms of the leases. We commence recording rent expense on the date of initial possession, which is generally when we enter the space and begin to make improvements to properties for our intended use. For tenant improvement allowances and rent holidays, we record a deferred rent liability on the consolidated balance sheets and amortize the deferred rent over the terms of the leases as reductions to rent expense on the consolidated statements of income. For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, we record minimum rental expenses on a straight-line basis over the terms of the leases on the consolidated statements of income. Several leases provide for contingent rents, which are determined as a percentage of gross sales in excess of speciﬁ ed levels. We record a contingent rent liability on the consolidated balance sheets and the corresponding rent expense when we determine achieving the speciﬁ ed levels is probable. Clinic Opening Costs - Clinic opening costs were expensed as incurred. Clinic Closure Costs - Clinic closure costs are expensed and recognized as a liability at their fair value when incurred. One-time employee severance costs are expensed and recognized as a liability when the plan is ﬁ nalized by management, approved and committed to by management, and communicated to the employee. Contractual costs that will continue to be incurred (operating leases) are recognized at the cease use date. The fair value of operating lease contracts is determined based on the present value of the remaining lease payments. Other costs associated with closing the clinic or relocating employees are expensed as incurred. Property, Plant, and Equipment - Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The Company computes depreciation and amortization using the straight-line method over the estimated useful lives of the assets acquired as follows: Building and building improvements Equipment and ﬁ xtures Leasehold Improvements Vehicles 10 - 35 years 3 - 15 years Lease term 5 years The depreciation life for leasehold improvements is the lesser of the estimated useful life of the addition or the term of the related lease. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash ﬂ ows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash ﬂ ows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Revenue Recognition - Revenue is recognized net of discounts, rebates, promotional adjustments, price adjustments, and estimated returns and upon transfer of title and risk to the customer which occurs at shipping (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonably assured as the majority of sales are paid prior to shipping. Medifast Weight Control Centers program fees were recognized over the estimated service period. 37 Shipping and Handling Costs - Our shipping and handling costs for shipments of our product to our customers are included in cost of sales. All shipping and handling charges that are billed to customers are included in net revenue. All other shipping and handling costs are included in selling, general and administration expenses. Earnings per Share - Basic earnings per share (“EPS”) computations are calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted EPS is calculated utilizing the weighted average number of common shares outstanding adjusted for the effect of dilutive common stock equivalents. The following table sets forth the computation of basic and diluted EPS for the ﬁ scal years ended December 31: Numerator: Income from continuing operations Income (loss) from discontinued operations Net income Denominator: Weighted average shares of common stock outstanding Effect of dilutive common stock equivalents 2015 2014 2013 $ $ 19,567,000 491,000 20,058,000 $ $ 21,029,000 (7,848,000) 13,181,000 $ $ 27,135,000 (3,166,000) 23,969,000 11,959,252 111,478 12,670,387 107,890 13,774,083 43,610 Weighted average shares of common stock outstanding 12,070,730 12,778,277 13,817,693 EPS: Basic earnings per share Earnings per share from continuing operations Earnings (loss) per share from discontinued operations Earnings per share Diluted earnings per share Earnings per share from continuing operations Earnings (loss) per share from discontinued operations Earnings per share $ $ $ $ $ $ 1.64 0.04 1.68 1.62 0.04 1.66 $ $ $ $ $ $ 1.66 (0.62) 1.04 1.65 (0.62) 1.03 $ $ $ $ $ $ 1.97 (0.23) 1.74 1.96 (0.23) 1.73 The calculation of diluted earnings per share excluded 69,375, 67,375 and 0 options outstanding for the years ended December 31, 2015, 2014, and 2013, respectively, that could potentially dilute base earnings per share in the future. Share-Based Compensation - Share-based compensation, primarily restricted stock awards and options granted to employees and directors. Restricted stock awards are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over the requisite service period. The fair value of the incentive stock options and non-qualiﬁ ed stock options is calculated using the Black-Scholes option pricing model as of the grant date and recognized over the service period. The Company issues new shares upon the exercise of stock options and granting of restricted stock awards. Comprehensive Income - Other comprehensive income refers to revenues, expenses, gains and losses that are not included in net income but rather are recorded directly in stockholders’ equity. Comprehensive income consists of net income, unrealized gains and losses on available-for-sale securities, and foreign currency translation adjustments. Recent Accounting Pronouncements We have considered all new accounting pronouncements and have concluded that there are no new pronouncements that may have a material impact on our results of operations, ﬁ nancial condition, or cash ﬂ ows, based on current information, except for: ASU 2016-02, Leases (Topic 842) requires the rights and obligations of all leased assets with a term greater than 12 months to be presented on the balance sheet. The pronouncement is effective for ﬁ scal years beginning after December 15, 2018. Management is current evaluating the effect that the provisions of ASU 2016-02 will have on the Company’s ﬁ nancial statements. ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, most notably requires the changes in fair value of equity investments to be recognized in net income. The pronouncement also requires the use of the exit price notion, the separate presentation of ﬁ nancial assets and liabilities by measurement category and form of asset, and the separate presentation in other comprehensive income of changes in fair value resulting from a change in the instrument-speciﬁ c credit risk. The pronouncement is effective for ﬁ scal years beginning after December 15, 2017. Management is currently evaluating the effect that the provisions of ASU 2016-01 will have on the Company’s ﬁ nancial statements. ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classiﬁ cation of Deferred Taxes requires the Company to classify all deferred tax assets and deferred tax liabilities as noncurrent. The pronouncement is effective for ﬁ scal years beginning after December 15, 2016. Management is currently evaluating the effect that the provisions of ASU 2015-17 will have on the Company’s ﬁ nancial statements. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, requires the Company to recognize inventory at the lower of cost and net realizable value. Net realizable value is deﬁ ned as the estimated selling price in the ordinary course of business less costs of completion, disposal, and transportation. The pronouncement is effective for ﬁ scal years beginning after December 31, 2016. Management is currently evaluating the effect that the provisions of ASU 2015-11 will have on the Company’s ﬁ nancial statements. 38 ASU 2015-09, Revenue from Contracts with Customers (Topic 606), requires the Company to recognize revenue for the transfer of goods or services to customers for the amount the Company expects to be entitled to in exchange for those goods or services. The Company will be required to identify the contract, identify the relevant performance obligations, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize the revenue when the entity satisﬁ es a performance obligation. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2017. Management is currently evaluating the effect that the provisions of ASU 2015-09 will have on the Company’s ﬁ nancial statements. 3. FINANCIAL INSTRUMENTS Certain ﬁ nancial assets and liabilities are accounted for at fair value, which is deﬁ ned 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 sufﬁ cient frequency and volume to provide pricing information on an ongoing 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 ﬁ nancial instruments that are valued using models or other valuation methodologies. Level 3 – Pricing inputs include signiﬁ cant 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 table represents cash and the available-for-sale securities adjusted cost, gross unrealized gains, gross unrealized losses and fair value by signiﬁ cant investment category recorded as cash and cash equivalents or investment securities as of December 31, 2015 and 2014: Cost Unrealized Gains Unrealized Losses Accrued Interest Estimated Fair Value Cash & Cash Equivalents Investment Securities December 31, 2015 Cash $ 38,276,000 $ - $ - $ - $ 38,276,000 $38,276,000 $ - Level 1: Money Market Accounts Mutual Funds Corporate Equity Securities Government & Agency Securities Level 2: Municipal Bonds Corporate Bonds 3,761,000 9,654,000 1,332,000 5,425,000 20,172,000 2,735,000 6,054,000 8,789,000 - 37,000 246,000 25,000 308,000 42,000 22,000 64,000 - (444,000) (76,000) (19,000) (539,000) (3,000) (41,000) (44,000) - - - 17,000 17,000 20,000 46,000 66,000 3,761,000 9,247,000 1,502,000 5,448,000 19,958,000 2,794,000 6,081,000 8,875,000 3,761,000 - - - 3,761,000 - 9,247,000 1,502,000 5,448,000 16,197,000 - - - 2,794,000 6,081,000 8,875,000 Total $ 67,237,000 $ 372,000 $ (583,000) $ 83,000 $ 67,109,000 $ 42,037,000 $ 25,072,000 Cost Unrealized Gains Unrealized Losses Accrued Interest Estimated Fair Value Cash & Cash Equivalents Investment Securities December 31, 2014 Cash $ 23,894,000 $ - $ - $ - $ 23,894,000 $ 23,894,000 $ - Level 1: Money Market Accounts Mutual Funds Corporate Equity Securities Government & Agency Securities Level 2: Municipal Bonds Corporate Bonds 565,000 10,733,000 3,408,000 4,559,000 19,265,000 3,652,000 5,022,000 8,674,000 - 63,000 695,000 49,000 807,000 78,000 29,000 107,000 - (129,000) (31,000) (5,000) (165,000) (7,000) (12,000) (19,000) - - - 15,000 15,000 28,000 38,000 66,000 565,000 10,667,000 4,072,000 4,618,000 19,922,000 3,751,000 5,077,000 8,828,000 565,000 - - - 565,000 - 10,667,000 4,072,000 4,618,000 19,357,000 - - - 3,751,000 5,077,000 8,828,000 Total $ 51,833,000 $ 914,000 $ (184,000) $ 81,000 $ 52,644,000 $ 24,459,000 $ 28,185,000 The Company had realized gains of $458,000, $771,000 and $74,000 for the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2014 and 2015, gross unrealized losses related to individual securities that had been in a continuous loss position for 12 months or longer were not signiﬁ cant. The maturities of the Company’s investment securities generally range from 1 to 30 years for corporate bonds, 1 to 5 years for municipal bonds, and 1 to 7 years for government and agency securities. 39 4. INVENTORY Inventories consisted of the following as of: Raw Materials $ 3,666,000 $ 4,410,000 December 31, 2015 December 31, 2014 Packaging Non-food Finished Goods Finished Goods Reserve for Obsolete Inventory 788,000 635,000 8,545,000 (299,000) 920,000 1,108,000 9,689,000 (392,000) $ 13,335,000 $ 15,735,000 5. PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment consisted of the following as of: December 31, 2015 December 31, 2014 Land $ 650,000 $ 650,000 Building and leasehold improvements Equipment and ﬁ xtures Vehicle Less accumulated depreciation and amortization Property, plant and equipment- net 13,122,000 61,573,000 149,000 75,494,000 46,465,000 29,029,000 $ $ 13,346,000 59,501,000 149,000 73,646,000 40,169,000 33,477,000 $ $ Depreciation and amortization expense for continuing operations for the years ended December 31, 2015, 2014 and 2013 was $7,115,000, $8,052,000, and $7,810,000, respectively. Depreciation and amortization expense for discontinued operations related to the Medifast Corporate Weight Control Centers for the years ended December 31, 2015, 2014 and 2013 was $0, $1,699,000, and $3,144,000, respectively. As a result of the sale and closure of the Medifast Weight Control Centers, the Company incurred an asset impairment loss of $3.3 million in 2014 that is included in discontinued operations. 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Trade payables $ 11,264,000 $ 12,178,000 December 31, 2015 December 31, 2014 Sales commissions payable Accrued payroll and related taxes Dividends payable Sales tax payable Accrued loan guarantee 4,245,000 3,440,000 3,013,000 542,000 - 3,890,000 3,000,000 - 806,000 1,980,000 $ 22,504,000 $ 21,854,000 7. LEASES Operating and Capital Leases: As of December 31, 2015, the Company leases ofﬁ ce space for corporate ofﬁ ces, a distribution facility in Texas, a raw materials warehouse in Maryland, as well as 41 leases for previously corporate-operated Medifast Weight Control Centers under lease terms ranging from ﬁ ve to ten years. The 41 leases include 3 Centers closed in December 2013, 7 Centers that were closed in December 2014, and 31 leases for Centers that were sold to franchise partners during 2014 and entered into sublease agreements with the franchisees. The Company accrued for the remaining lease obligations net of any sublease income in 2014, see Note 12 for exit activity and clinic obligations. Monthly payments under the Medifast Weight Control Centers leases range in price from $1,800 to $5,000. The Company is additionally required to pay property taxes, utilities, insurance and other costs relating to the leased facilities. The Company leases large commercial printers for our printing operation that supports our sales channels and network equipment for information technology that are accounted for as capital leases. The leases extend through December 2016. 40 The following table summarizes our future minimum rental and lease payments required under non-cancelable original lease terms in excess of one year as of December 31, 2015: 2016 2017 2018 2019 Total minimum lease payments Less amount representing interest Present value of minimum lease payments (current) Current portion Long-term portion Operating Leases Capital Leases $ 2,829,000 $ 225,000 1,758,000 355,000 31,000 $ 4,973,000 - - - 225,000 6,000 219,000 219,000 - $ $ $ Total minimum lease payments have not been reduced by minimum sublease rent income of approximately $2.0 million due under future non-cancelable subleases. The following is a summary of the Company’s rent expense for the years ended December 31, 2015, 2014 and 2013: Continuing Operations Discontinued Operations 2015 2014 2013 $ 1,506,000 $ 1,460,000 $ 1,400,000 (1,002,000) 7,189,000 5,233,000 $ 504,000 $ 8,649,000 $ 6,633,000 For the period ended December 31, 2015, the positive impact to rent expense is due to lease termination agreements that resulted in the reversal of rent obligations estimates that were expensed in 2014. For the periods ended December 31, 2014 and 2013, the discontinued operations rent expense includes an accrual of $4.4 million and $1.1 million, respectively, for continuing obligations for operating leases related to centers closed during the periods. Equipment lease expense for continuing operations for the years ended December 31, 2015, 2014, and 2013 was $1.0 million, $1.2 million, and $1.4 million, respectively. 8. CONTINGENCIES The Company has entered into guarantee agreements with key franchisee partners in order to support them obtaining additional funding to expand their business into new markets. All of the loans associated with these agreements have been paid in full and the Company incurred a charge of $2 million in 2014 to fulﬁ ll its guarantee obligation on one of the loans. The guarantee with Team Wellness, Inc. provided ﬁ nancial coverage for a $1.0 million loan and a $1.0 million line of credit. The franchisee associated with these loans failed to pay the monthly obligations and the Company paid off the loans in April 2015, which was fully accrued and expensed in the amount of $2.0 million as of December 31, 2014. The Company was a secondary guarantor on the loan and line of credit and has pursued personal recourse against the franchise owner. 9. INCOME TAXES The components of the income tax expense from continuing operations are as follows: Current Federal State Total Current Deferred Federal State Foreign Total Deferred 2015 2014 2013 $ 9,814,000 396,000 10,210,000 $ 10,282,000 96,000 10,378,000 $ 11,682,000 (202,000) 11,480,000 (125,000) 39,000 (20,000) (106,000) 176,000 206,000 (96,000) 286,000 365,000 63,000 - 428,000 Total Income Tax Expense from Continuing Operations $ 10,104,000 $ 10,664,000 $ 11,908,000 41 The total tax provision for the years ended December 31, 2015, 2014, and 2013 was $9.9 million, $4.9 million, $10.0 million, respectively. Those amounts have been allocated to the following ﬁ nancial statement items: 2015 2014 2013 Income from continuing operations Income/(loss) from discontinued operations Stockholders’ equity, unrealized gain (loss) on investment securities & foreign currency Additional paid in capital, share-based compensation tax beneﬁ t $ 10,104,000 387,000 (357,000) (247,000) $ 10,664,000 (5,302,000) (182,000) (275,000) $ 11,908,000 (1,690,000) 143,000 (383,000) Total Income Tax Expense $ 9,887,000 $ 4,905,000 $ 9,978,000 Deferred tax assets (liabilities) consisted of the following at December 31, Reserves on inventory and sales Credit and loss carryforwards Stock compensation Accrued expenses and deferred costs Inventory capitalization Sales tax accrual Unrealized gain/loss on investments Total deferred tax assets Unrealized gain/loss on investments Prepaid expenses Depreciation Foreign currency Total deferred tax liabilities Net deferred tax liabilities $ 2015 2014 2013 199,000 735,000 1,149,000 1,068,000 49,000 - 85,000 3,285,000 - (755,000) (6,189,000) (23,000) (6,967,000) $ 291,000 699,000 1,283,000 3,170,000 142,000 8,000 - 5,593,000 (294,000) (779,000) (6,285,000) - (7,358,000) $ 332,000 413,000 896,000 1,260,000 337,000 337,000 - 3,575,000 (476,000) (710,000) (7,091,000) - (8,277,000) $ (3,682,000) $ (1,765,000) $ (4,702,000) The differences between the United States federal statutory tax rate and the Company’s effective tax rate are as follows: Statutory federal tax State income taxes, net of federal beneﬁ t Foreign Taxes Domestic manufacturer deduction Other permanent differences Research and development and jobs credits Other state income tax beneﬁ ts Other 2015 $ 10,381,000 414,000 15,000 (824,000) 4,000 (247,000) 114,000 247,000 $ 10,104,000 35.0% 1.4% 0.1% -2.8% 0.0% -0.8% 0.4% 0.8% 34.1% 2014 $ 11,093,000 314,000 73,000 (811,000) 200,000 (203,000) (113,000) 111,000 $ 10,664,000 35.0% 1.0% 0.2% -2.6% 0.6% -0.6% -0.4% 0.4% 33.6% 2013 $ 13,665,000 393,000 - (979,000) 173,000 (459,000) (707,000) (178,000) $ 11,908,000 35.0% 1.0% 0.0% -2.5% 0.4% -1.2% -1.8% -0.4% 30.5% The 2015, 2014 and 2013 effective tax rates were impacted by the Company’s extensive state income tax planning. This planning includes taking advantage of Maryland’s apportionment methodology. As a manufacturing entity based in Maryland, the Company utilizes the single sales factor apportionment method in addition to claiming new state jobs credits and research & development credits. In 2013 the Company beneﬁ ted from research and development credits effective January 1, 2013, applicable retroactively to 2012 activity. In 2014 the Company beneﬁ ted from research and development credits effective January 1, 2014 in addition to ﬁ ling an amended federal return to claim 2010 research and development credits due to changes in Federal regulations. The Company has separate company state net operating loss carry forwards totaling $10.9 million start expiring in 2031. Maryland state credits carry forwards totaling $201,000 will begin to expire in 2018. 42 10. SHARE-BASED COMPENSATION Stock Options: The Company has issued non-qualiﬁ ed and incentive stock options to employees and nonemployee directors. The fair value of these options are estimated on the date of grant using the Black-Scholes option pricing model, which requires estimates of the expected term of the option, the expected volatility of the price of the Company’s common stock, dividend yield and the risk-free interest rate. Options outstanding as of December 31, 2015 generally vest over a period of three years with an expiration term of ten years. The exercise price of these options ranges from $24.26 to $31.55. The expected volatility is based on the historical volatility of the Company’s common stock over the period of time equivalent to the expected term for each award. Due to the Company’s lack of option exercise history, the expected term is calculated using the simpliﬁ ed method deﬁ ned as the midpoint between the vesting period and the contractual term of each award. The risk free interest rate is based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option. All of the options were issued prior to the Company declaring its ﬁ rst dividend in December 2015; and therefore, a dividend yield is not utilized in the calculation. The weighted average input assumptions used and resulting fair values were as follows: Expected life (in years) Risk-free interest rate Expected volatility Dividend yield 2015 2014 6 1.71% 50.91% - 6 1.61% 63.15% - The following table summarizes the stock option activity: Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Yrs) Aggregate Intrinsic Value Shares Outstanding at December 31, 2014 Granted Exercised Forfeited Outstanding at December 31, 2015 Exerciseable at December 31, 2015 67,375 66,000 (1,666) (33,336) 98,373 34,615 $ $ $ 26.05 30.99 26.52 29.54 28.17 26.27 8.52 7.92 256,175 145,052 The weighted-average grant date fair value of options granted was $15.24. The unrecognized compensation expense calculated under the fair value method for shares expected to vest as of December 31, 2015 was approximately $0.6 million and is expected to be recognized over a weighted average period of 1.9 years. The Company received $44,000 in cash proceeds from the exercise of stock options during 2015. No options were exercised in 2014 or 2013. Restricted Stock: The Company has issued restricted stock to employees and nonemployee directors generally with terms ranging up to seven years. The fair value 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 the restricted stock activity: Unvested at December 31, 2014 Granted Vested Forfeited Unvested at December 31, 2015 Weighed- Average Grant Date Fair Value 25.31 $ 31.39 25.68 31.55 26.38 $ Shares 333,676 58,685 (124,053) (4,600) 263,708 The total share-based compensation expense charged against income during the years ended December 31, 2015, 2014, and 2013 were $3,081,000, $3,918,000, and $3,209,000, respectively. Included in share-based compensation expense for 2015 is $734,000 for 46,530 shares of performance awards to be issued to certain key employees based on achieving 2015 ﬁ nancial plan that will vest on December 31, 2016. The Company intends to issue additional performance awards in 2016 to certain key employees if certain 2016 ﬁ nancial plans are met. During 2015, the Company issued 12,155 shares to members of the Board of Directors including 4,600 shares that were later forfeited. The total income tax beneﬁ t recognized in the consolidated statement of income for these restricted stock awards was approximately $1,012,000, $1,398,000 and $1,123,000 for the years ending December 31, 2015, 2014, and 2013, respectively. The tax beneﬁ t recognized in additional paid-in capital upon vesting of restricted stock awards and exercise of stock options was approximately $247,000, $275,000 and $383,000 for the years ending December 31, 2015, 2014, 2013, respectively. There was approximately $4.6 million of total unrecognized compensation cost related to restricted stock awards as of December 31, 2015. The cost is expected to be recognized over a weighted-average period of approximately 2.2 years. 43 11. BUSINESS SEGMENTS Operating segments are components of an enterprise about which separate ﬁ nancial information is available that is regularly reviewed by the chief operating decision maker about how to allocate resources and in assessing performance. The consolidated operating proﬁ t of the Company is reviewed by the chief operating decision maker as a single segment and sales are reviewed at the channel level. The following table represents sales by channel for the years ended: Take Shape For Life® Medifast Direct Medifast Weight Control Centers - Franchise Medifast Wholesale Net Revenue December 31, 2015 December 31, 2014 December 31, 2013 $ $ 202,218,000 48,658,000 17,072,000 4,825,000 272,773,000 $ $ 206,657,000 57,159,000 15,424,000 6,045,000 285,285,000 $ $ 228,729,000 75,521,000 15,336,000 4,468,000 324,054,000 12. DISCONTINUED OPERATIONS, EXIT ACTIVITIES, AND CLINIC OBLIGATIONS In 2014, the Company exited the MWCC corporate center model by selling 41 centers to existing franchise partners (24 centers were sold in June 2014 and the remaining 17 centers were sold in December 2014) and closing the remaining 34 corporate centers. In accordance with ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, the assets, liabilities, operating results, and cash ﬂ ows of the MWCC corporate center channel have been presented separately as discontinued operations in the Consolidated Financial Statements for all periods presented. The following is a summary of the Company’s operating results for discontinued operations for the years ended: December 31, 2015 December 31, 2014 December 31, 2013 Revenue Income/(loss) before income taxes from discontinued operations Income tax/(beneﬁ t) provision Income/(loss) from discontinued operations, net of tax $ $ - 878,000 387,000 491,000 $ $ 22,509,000 (13,150,000) (5,302,000) (7,848,000) $ $ 32,832,000 (4,856,000) (1,690,000) (3,166,000) The following table presents the aggregate carrying amounts of the major classes of assets and liabilities included in discontinued operations as of: ASSETS Current assets: Receivables, net Total current assets Other assets Total assets LIABILITIES Current liabilities: Accounts payable and accrued expenses Total current liabilities Long-term lease obligations Total liabilities December 31, 2015 $ 353,000 353,000 19,000 $ 372,000 $ $ 841,000 841,000 288,000 1,129,000 The following table summarizes the exit obligations primarily consisting of closed clinic lease obligations, severance accruals, and customer refunds incurred for the years ended December 31, 2014 and 2015: Ending accrued balance as of December 31, 2013 Charges incurred during the period Payments during the period Ending accrued balance as of December 31, 2014 Charges incurred during the period (1) Payments during the period Ending accrued balance as of December 31, 2015 $ $ $ 1,361,000 6,006,000 (833,000) 6,534,000 (1,483,000) (3,922,000) 1,129,000 (1)- The adjustments to the accrual recorded in 2015 relate primarily to favorable termination agreements reached with landlords of closed Corporate Medifast Weight Control Centers. 44 These charges were recorded in the balance sheet as of December 31, 2015 as follows: Total current liabilities of discontinued operations Total long-term liabilities of discontinued operations Ending accrued balance as of December 31, 2015 $ $ 841,000 288,000 1,129,000 13. SUBSEQUENT EVENTS On March 9, 2016, the Company’s board of directors declared a $0.25 cash dividend to its stockholders, valued at $3.0 million. The dividend is payable on May 10, 2016 to stockholders of record as of the close of business on March 21, 2016. 45 INDEX TO EXHIBITS No. 3.1 3.2 Restated and Amended Certiﬁ cate of Incorporation of Medifast, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-31573) ﬁ led February 27, 2015). Amended and Restated Bylaws of Medifast, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-31573) ﬁ led on April 6, 2015). 10.1 Amended and Restated 2012 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-31573) ﬁ led on June 20, 2014).* 10.2 Form of Restricted Share Award Agreement (ﬁ led herewith).* 10.3 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 001-31573) ﬁ led on February 4, 2014). * 10.4 Form of Non-Qualiﬁ ed Stock Option Agreement (ﬁ led herewith). * 10.5 Form of Performance-Based Deferred Share Award Agreement (ﬁ led herewith). * 10.6 Lease relating to the Company’s Owings Mills, Maryland facility incorporated by reference to the Registration Statement on Form S-4 of the Company (File No. 33-81524). 10.7 Cooperation Agreement dated April 3, 2015, by and among the Company, Engaged Capital LLC, and the persons set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-31573) ﬁ led on April 6, 2015. 21.1 Subsidiaries of Medifast, Inc. (ﬁ led herewith). 23.1 Consent of RSM US LLP (ﬁ led herewith). 31.1 Certiﬁ cation of Chief Executive Ofﬁ cer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (ﬁ led herewith). 31.2 Certiﬁ cation of Chief Financial Ofﬁ cer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (ﬁ led herewith). 32 Certiﬁ cation of Chief Executive Ofﬁ cer and Chief Financial Ofﬁ cer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (furnished herewith). 101 The following ﬁ nancial statements from Medifast, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, ﬁ led March 15, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements (ﬁ led herewith). * Indicates a management contract or compensatory plan. 46 2015 A N N U A L R E P O R T Le(cid:31) er to Shareholders — 2 Take Shape For Life® — 6 Medifast Direct® — 10 Franchise Medifast Weight Control Centers — 14 Medical Providers — 14 Product & Program Innovation — 16 Scientiﬁ c & Clinical Aﬀ airs — 18 Community Impact — 20 2015 annual report We’re on a Mission 2015 A N N UA L R E P O R T 11445 Cronhill Drive • Owings Mills • Maryland 21117

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