UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-K/A
Amendment
No. 2
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2006
Commission
File No. 000-23016
MEDIFAST,
INC.
DELAWARE
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|
13-3714405
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Incorporation
State
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|
Tax
Identification number
|
|
|
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11445
CRONHILL DRIVE, OWINGS MILLS,
MD
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21117
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Principal
Office Address
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Phone
(410) 581-8042
SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES
REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON
STOCK, PAR VALUE $.001 PER SHARE
New
York
Stock Exchange
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes x
No o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed 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 file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x
No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):
Large
accelerated filer o
|
|
Accelerated
filer x
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|
Non-accelerated
filer o
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes o No
x
The
aggregate market value of the voting common equity held by non-affiliates of
the
registrant as of June 30, 2006, based upon the closing price of $17.87 per
share on the American Stock Exchange on that date, was
$208,000,000.
As
of
March 14, 2007, the Registrant had 13,643,998 shares of Common Stock
outstanding.
Explanatory
Note
This
Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2006 is being filed for the sole purpose of updating Item 8,
footnote 7, for the estimated future amortization expense on intangible assets
pursuant to the restated financial statements filed with the Securities and
Exchange Commission on September 6, 2007.
Except
as
discussed above, we have not modified or updated the disclosure presented in
the
Amendment No. 1 to Form 10-K for fiscal year ended December 31, 2006 filed
on
September 6, 2007 with the Securities and Exchange Commission. This
Form 10-K/A does not reflect events that have occurred after the filing of
the Original Annual Report or modify or update disclosures presented in the
Original Annual Report affected by subsequent events. Accordingly, this
Form 10-K/A should be read in conjunction with our filings made with the
Securities and Exchange Commission (“SEC”) subsequent to the date of the filing
of the Original Annual Report.
In
addition, in accordance with applicable SEC rules, this Form 10-K/A
includes updated certifications from our Chief Executive Officer and Chief
Financial Officer.
7.
TRADEMARKS AND INTANGIBLES
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As
of December 31, 2006
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As
of December 31, 2005
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(Restated)
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(Restated)
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(Restated)
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(Restated)
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Gross
Carrying
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Accumulated
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Gross
Carrying
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Accumulated
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Amount
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Amortization
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Amount
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Amortization
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Customer
lists
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$
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5,587,000
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$
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1,969,000
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$
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4,356,000
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$
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1,398,000
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Non-compete
agreements
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840,000
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840,000
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840,000
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566,000
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Trademarks,
patents, and copyrights
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finite
life
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1,557,000
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210,000
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920,000
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121,000
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infinite
life
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909,000
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-
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1,059,000
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-
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Goodwill
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-
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894,000
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-
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|
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|
|
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|
|
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Total
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$
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8,893,000
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$
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3,019,000
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$
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8,069,000
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$
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2,085,000
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Amortization
expense for the years ended December 31, 2006, 2005 and 2004 was as
follows:
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(Restated)
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(Restated)
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2006
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2005
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2004
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Customer
lists
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$
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774,000
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$
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1,004,000
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$
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244,000
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Non-compete
agreements
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273,000
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369,000
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162,000
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Trademarks,
patents, and copyrights
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152,000
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58,000
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-
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Total
trademarks and intangibles
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$
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1,199,000
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$
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1,431,000
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$
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406,000
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On
January 17, 2006 the Consumer Choice Systems division of the Company was
sold
which included the sale of $1,601,000
in gross intangible assets and $265,000 in accumulated
amortization.
The
estimated future amortization expense of trademarks and intangible assets is
as
follows:
For
the years ending December 31,
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Amount
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2007
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$1,290,000
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2008
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1,265,000
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2009
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1,118,000
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2010
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550,000
|
2011
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545,000
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
MEDIFAST, INC. |
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(Registrant) |
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/s/ BRADLEY
T. MACDONALD |
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Bradley
T. MacDonald |
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Executive
Chairman
of the Board |
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Dated: November 2,
2007 |
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated have signed this Report below.
Name |
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Title |
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Date |
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/s/ BRADLEY T. MACDONALD
Bradley T. MacDonald |
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Chairman of the Board,
Director |
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November 2, 2007 |
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/s/ GEORGE LAVIN
George
Lavin
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Director |
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November 2, 2007 |
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/s/ MICHAEL C. MACDONALD
Michael
C. MacDonald
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Director |
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November 2, 2007 |
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/s/ MARY T. TRAVIS
Mary
T. Travis
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Director |
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November 2, 2007 |
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/s/ REV. DONALD F. REILLY, OSA
Rev.
Donald F. Reilly, OSA
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Director |
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November 2, 2007 |
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/s/ MICHAEL J. MCDEVITT
Michael
J. McDevitt
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Director |
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November 2, 2007 |
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/s/ JOSEPH D. CALDERONE
Joseph
D. Calderone
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Director |
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November 2, 2007 |
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/s/ CHARLES P. CONNOLLY
Charles
P. Connolly
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Director |
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November 2, 2007 |
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/s/ DENNIS M. MCCARTHY
Dennis
M. McCarthy
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Director |
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November 2,
2007 |