SecProbe.io

November 18, 2024
Jonathan Mackenzie
Chief Accounting Officer
Medifast, Inc.
100 International Drive
Baltimore, MD 21202
Re:Medifast, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response Dated October 30, 2024
File No. 001-31573
Dear Jonathan Mackenzie:
            We have reviewed your October 30, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our October
17, 2024 letter.
Response Letter Dated October 30, 2024
Company Response to Staff Comment 1, page 1
1.Your response to prior comment 1 states that management made the strategic decision
to permanently discontinue future OPTAVIA Conventions during the quarter ended
June 30, 2024 and that the amount incurred is not a normal, recurring, cash operating
expense necessary to operate your business. Please describe the purpose of these
conventions, tell us why they were discontinued, and explain how this decision will
affect the OPTAVIA coaching model.
We also note from your response to comment 1 that you entered into a strategic
collaboration agreement with LifeMD to explore expanding into the medically
supported weight loss market. Please explain in greater detail how your collaboration
with LifeMD will be part of your core business and how it is expected to affect your
operations (including as it relates to your strategy to return to growth and the 2.

November 18, 2024
Page 2
broadening of customer acquisition activities, as noted in your Form 10-Q).
Form 10-Q for the Fiscal Quarter Ended September 30, 2024
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 25
3.We note that in your presentation of the non-GAAP measures, you have adjustments
for supply chain optimization and restructuring of external manufacturing agreements,
which include accelerated depreciation charges of approximately $9.2 million as
disclosed on page 17. We also note that the accelerated depreciation charges relate to
certain supply chain assets and reflect their impact of the adjusted useful lives. Please
revise future filings to remove the accelerated depreciation charges as non-GAAP
adjustments, or explain why they are appropriate. Refer to Question 100.04 of the
SEC Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
4.In addition, we note the non-GAAP adjustment of approximately $2.6 million to cost
of sales and gross profit in the nine months ended September 30, 2024 on page 27
related to supply chain optimization and restructuring of external manufacturing
agreements. Please explain to us the nature of the cost and tell us why you believe it
does not represent normal, recurring operating expenses. Refer to Question 100.01 of
the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
            Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at 202-551-3777
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing