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MEDIFAST INC Annual Report 2007

May 25, 2007

33899_rns_2007-05-25_ee6c5053-8459-42ff-ac16-628fe65672b4.zip

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May 25, 2007

Re: Medifast, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed March 16, 2007

File No. 000-23016

Dear Ms. Sifford:

We have reviewed your comments on Form 10-K for the Fiscal Year Ended December 31, 2006 and our responses are attached below . Medifast is responsible for the adequacy and accuracy of the disclosure in the filing. Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing and we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please fax any future correspondence to my personal fax number (410) 504-8179.

| Sincerely, |
| --- |
| Michael
S. McDevitt |
| Chief
Executive Officer and Chief Financial
Officer |

Form 10-K for the year ended December 31, 2006

Management’s Discussion and Analysis, page 13

2006 Comparison with 2005, page 13

Revenue, page 13

  1. Expand your disclosure to present the unit prices of your products and the volumes sold for the three years ended December 31, 2006. This is normally presented in table format. If you believe that such disclosure is not practicable, tell us why you believe that to be the case, and provide to us a copy of the sales reports provided to your chief operating decision maker, as defined in SFAS 131, for the two years ended December 31, 2006 and 2005.

Due to the amount of products Medifast sells it would be impracticable to disclose a table presenting our unit prices and volumes sold for the three years ended December 31, 2006. Please see Exhibit A that lists all our products sold and the unit price for the two years ended December 31, 2006 and 2005.

  1. You explain that advertising costs increased by $10.5 million in 2006. We note that your selling, general and administrative expenses increased by $21.8 million. Amend your document to explain the reasons for the additional $11.3 million increase.

We have amended our disclosure on Form 10-K/A to explain the $11.3 million increase in selling, general, and administrative expenses aside from the increase in advertising. The disclosure is as follows:

Aside from the increase in advertising expense, selling, general, and administrative expenses increased by approximately $11.3 million. A few major expense categories attributed to the majority of the increase in expenses and were all directly related to our dramatic sales growth in 2006. Salaries and benefits increased by $3 million to support the 85% increase in sales. In addition, Take Shape for Life sales increased by 46% year-over-year which led to increased commission expense of $3.4 million that is completely variable in relation to sales growth. Another variable expense that rose by $800,000 with our sales growth was credit card processing fees. Currently, over 95% of the Company’s transactions are processed via credit card. Additional increases included an increase in office expense of $800,000, an increase in operating costs of $300,000, and an increase in sales and marketing expense of $400,000. Other expenses increased by $1.6 million, which included items such as depreciation, amortization, charitable contributions, and property taxes. To handle increased call volume, the Company began using an outsourced call center in April of 2006 which led to $1 million in additional expense as compared to prior year.

Other Income/Expense, page 14

  1. Expand your disclosure to explain the line "Other income (expense)" on your consolidated statements of income and why it increased from $15,000 in 2005 to $276,000 in 2006.

We have amended our disclosure on Form 10-K/A to explain the increase in other income. The disclosure is as follows:

Other income increased from $15,000 in 2005 to $276,000 in 2006 primarily as a result of increased gains on the sale of equity investments, interest payments received on the CCS note receivable, and state income tax refunds related to 2005 overpayments.

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Income taxes, page 14

  1. Expand your disclosure to explain why you anticipate your tax rate to increase from 31% in 2006 to 36-39% in 2007.

We have amended our disclosure on Form 10-K/A to explain the increase in the effective tax rate from 31% in 2006 to 36-39% in 2007. The disclosure is as follows:

Income taxes: In the third quarter of 2006, the Company had a $1 million federal tax refund receivable. A portion of this refund was factored into the Company’s income tax provision, which lowered the estimated tax rate for 2006 . In 2006, the Company recorded $2.3 million in income tax expense, which represents an annual effective rate of 31%. In 2005, we recorded income tax expense of $1.2 million, which reflected an estimated annual effective tax rate of 30.1%. The Company anticipates a tax rate of approximately 36-39% in 2007. The benefit the Company received in 2006 from a large income tax refund receivable as a result of a cost segregation study performed on its fixed assets is not expected to benefit future periods.

  1. Expand your disclosure to describe the nature of the intangible assets that you acquired in 2006 for $2,427,000.

We have amended our disclosure on Form 10-K/A to explain the nature of the intangible assets acquired in 2006. The disclosure is as follows:

In the year ended December 31, 2006, net cash used in investing activities was $6,747,000, which primarily consisted of the purchase of intangible assets and purchases of property and equipment. The increase in intangible assets relates primarily to the acquisition of customer lists in 2006 which are vital in direct response marketing campaigns. These campaigns consist of postcards and e-mails that are sent to customers with a special offer or discount coupon to order on our website, choosemedifast.com, or through our call center. In addition, the Company acquired trademarks in preparation for future international ventures as well as incurred fees in developing patents on our diabetic line . The increase in property and equipment relates to the building of a large amount of infrastructure in 2006. This included a new Enterprise Resource Planning system, two new state of the art manufacturing lines, larger capacity blender and improvements at our distribution facility as well as the build out of our new Medifast Weight Control Centers.

2005 Comparison With 2004, page 15

Costs and Expenses, page 15

6.Expand your disclosure to describe the particular items and dollar increases that resulted in SG&A expenses increasing by $8.3 million. State with specificity amount by which advertising costs increased, and describe the other factors that contributed to this increase and the amounts for each.

We have amended our Form 10-K/A to include detail of the $8.3 million increase in SG&A between 2004 and 2005. The disclosure is as follows:

Selling, general and administrative (SG&A) expenses of $25,894,000 for 2005 were $8,304,000 more than the $17,590,000 in 2004, due to increased costs associated with the increased scale of the business. The Company increased its advertising and marketing expense by approximately $3.2 million to include additional print and web advertising as well as strategic testing of television advertising. Salaries and benefits increased by approximately $1.1 million, Take Shape for Life commissions increased by $1.4 million due to the sales increase in the network, office expenses increased by approximately $750,000, operating expenses increased by approximately $1 million, and other general and administrative expenses increased by approximately $850,000.

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Other MD&A Disclosure

  1. Expand your MD&A to include the tabular disclosure of contractual obligations required by Regulation S-K, Item 303(a)(5).

We have amended our disclosure on Form 10-K/A to include tabular disclosure of contractual obligations required by Regulation S-K, Item 303(a)(5). In addition, we noted we mistakenly omitted the printer equipment leases from Footnote 9 in Item 8. We have amended the disclosure in Footnote 9 on Form 10-K/A. The disclosures are as follows: Contractual Obligations and Commercial Commitments As of December 31, 2006, our principal commitments consisted of obligations for variable and fixed rate loans detailed in Note 12 of the financial statements, operating leases for corporately owned Medifast Weight Control Centers detailed in Note 9 of the financial statements, and copier equipment contracts for our printing operation that supports our marketing efforts.

| The
Company has the following contractual obligations as of December
31,
2006 | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Payments
due by period | | | | | | | |
| 2007 | 2008 | 2009 | 2010 | 2011 | Thereafter | Total | |
| Contractual
Obligations | | | | | | | |
| Total
Debt | 548,000 | 404,000 | 386,000 | 386,000 | 386,000 | 1,947,000 | 4,057,000 |
| Operating
Leases | 253,000 | 221,000 | 215,000 | 110,000 | 70,000 | - | 869,000 |
| Printer
Equipment Leases | 509,000 | 509,000 | 467,000 | | | | 1,485,000 |
| Total
contractual obligations | 1,310,000 | 1,134,000 | 1,068,000 | 496,000 | 456,000 | 1,947,000 | 6,411,000 |

  1. COMMITMENTS AND CONTINGENCIES The Company leases office space for its eleven corporately owned Medifast Weight Control Centers under lease terms ranging from one to five years with leases commencing in 2004, 2005, 2006 and 2007. Monthly payments under the leases range in price from $1,200 to $3,500. The Company is 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 direct response marketing efforts. The leases extend through November 2009. The annual lease payments are $509,000, $509,000, and $467,000 for the years ended December 31, 2007, 2008, and 2009, respectively. The following is a schedule by years of future minimum rental and lease payments required under operating lease that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2006:

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| For
the Years Ending | |
| --- | --- |
| December
31, | |
| 2007 | $ 762,000 |
| 2008 | 730,000 |
| 2009 | 682,000 |
| 2010 | 110,000 |
| 2011 | 70,000 |
| Total
minimum payments required | $ 2,354,000 |

  1. Expand your MD&A to include disclosure regarding critical accounting estimates. Refer to FRC 501.14.

We have amended our disclosure on Form 10-K/A to include critical accounting estimates. The disclosure is as follows:

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FORWARD LOOKING STATEMENTS This document contains forward-looking statements which may involve known and unknown risks, uncertainties and other factors that may cause Medifast, Inc. actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. Medifast, Inc. cautions investors not to place undue reliance on forward-looking statements, which speak only to management's expectations on this date. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. Our significant accounting policies are described in Note 2 of the consolidated financial statements. The preparation of these financial 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 financial 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 estimates to be the most critical in preparing our consolidated financial statements. These critical accounting estimates have been discussed with our audit committee. Revenue Recognition. Revenue is recognized for product sales upon shipment and passing of risk to the customer and when estimates of discounts, rebates, promotional adjustments, price adjustments, returns, and other potential adjustments are reasonably determinable, collection is reasonably assured and the Company has no further performance obligations. These estimates are presented in the financial statements as reductions to net revenues and accounts receivable which also include estimated sales returns, allowances and discounts.

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Outbound shipping charges to customers and outbound shipping-related costs are netted and included in “cost of sales.” Returns - Consistent with industry practice, the Company maintains a return policy that allows its customers to return product within a specified period (30 days). Because the period of payment generally approximates the period revenue was originally recognized, refunds are recorded as a reduction of revenue when paid. The Company’s estimate for returns is based upon its historical experience with actual returns. While such experience has allowed for reasonable estimation in the past, history may not always be an accurate indicator of future returns. The Company continually monitors its estimates for returns and makes adjustments when it believes that actual product returns may differ from the established accruals. Impairment of Fixed Assets and Intangible 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 fixed and intangible assets may be impaired. Any resulting impairment loss would be limited to the value of net fixed and intangible assets. Income Taxes . In the preparation of consolidated financial statements, the Company estimates income taxes based on diverse legislative and regulatory structures that exist in jurisdictions where the company conducts business. Deferred income tax assets and liabilities represent tax benefits or obligations that arise from temporary differences due to differing treatment of certain items for accounting and income tax purposes. The Company evaluates deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character amount and timing to result in their recovery. A valuation allowance is established when management determines that it is more likely than not that a deferred tax asset will not be realized to reduce the assets to their realizable value. Considerable judgments are required in establishing deferred tax valuation allowances and in assessing probable exposures related to tax matters. The Company’s tax returns are subject to audit and local taxing authorities that could challenge the company’s tax positions. The Company believes it records and/or discloses such potential tax liabilities as appropriate and has reasonably estimated its income tax liabilities and recoverable tax assets. Allowance for doubtful accounts . In determining the adequacy of the allowance for doubtful accounts, we consider a number of factors including the aging of the receivable portfolio, customer payment trends, and financial condition of the customer, industry conditions and overall credibility of the customer. Actual amounts could differ significantly from our estimates.

Quantitative and Qualitative Disclosures About Market Risk

  1. Amend your filing to add the disclosures required by Regulation S-K, Item 305. Refer also to Item 7A. in the instructions for Form 10-K. It appears to us that your debt instruments are sensitive to interest rate risks.

We have amended our disclosure on Form 10-K/A to include Item 7A. The disclosure is as follows:

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 for trading or speculative purposes. The Company has limited exposure to market risks related to changes in interest rates. The principal risks of loss arising from adverse changes in market rates and prices to which the Company is exposed relate to interest rates on debt. Since nearly all of our debt is variable rate based, any changes in market interest rates will cause an equal change in our net interest expense. See detail of our long-term debt at Note 12 in Item 8.

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Controls and Procedures, page 17

Changes in Internal Controls over Financial Reporting, page 17

  1. Amend your disclosure to state whether there were changes in your internal controls over financial reporting that occurred during the fiscal quarter that have materially affected or are reasonably likely to materially affect your internal controls over financial reporting. Changes that materially affected or are reasonably likely to materially affect your internal controls over financial reporting must he disclosed whether or not you assess them to be "significant."

We have amended our disclosure on Form 10-K/A. The word “significant” has been removed as there were no changes to internal controls over financial reporting in the last fiscal quarter that could have materially effected our financial statements. The disclosure is as follows:

There were no changes in the Company’s internal controls over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Financial Statements, page 20

Consolidated Statements of Income, page 24

  1. Revise your statement to include stock compensation expense within income from operations. In addition, we believe you should present the expense of stock based compensation in the same line item or items as cash compensation paid to the same employees. Refer to SAB 107, section F, for further guidance.

We have revised the statement of income to include stock compensation expense within income from operations in the amended Form 10-K/A. The revised statement of income is as follows:

7

MEDIFAST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

| | Years
Ended December 31, — 2006 | 2005 | | 2004 | | |
| --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ 74,086,000 | $ | 40,129,000 | $ | 27,340,000 | |
| Cost
of sales | (18,237,000 | ) | (10,161,000 | ) | (6,746,000 | ) |
| Gross
profit | 55,849,000 | | 29,968,000 | | 20,594,000 | |
| Selling,
general, and administration | (48,270,000 | ) | (25,894,000 | ) | (17,590,000 | ) |
| Income
from operations | 7,579,000 | | 4,074,000 | | 3,004,000 | |
| Other
income (expense): | | | | | | |
| Interest
expense | (369,000 | ) | (317,000 | ) | (245,000 | ) |
| Interest
income | 175,000 | | 158,000 | | 154,000 | |
| Loss
on sale of CCS | (323,000 | ) | | | | |
| Other
income (expense) | 276,000 | | 15,000 | | (7,000 | ) |
| | (241,000 | ) | (144,000 | ) | (98,000 | ) |
| Income
before provision for income taxes | 7,338,000 | | 3,930,000 | | 2,906,000 | |
| Provision
for income taxes | (2,256,000 | ) | (1,203,000 | ) | (1,159,000 | ) |
| Net
income | 5,082,000 | | 2,727,000 | | 1,747,000 | |
| Less:
Preferred stock dividend requirement | - | | (291,000 | ) | (18,000 | ) |
| Net
income attributable to common shareholders | $ 5,082,000 | $ | 2,436,000 | $ | 1,729,000 | |
| Basic
earnings per share | $ 0.40 | $ | 0.20 | $ | 0.16 | |
| Diluted
earnings per share | $ 0.38 | $ | 0.19 | $ | 0.14 | |
| Weighted
average shares outstanding - | | | | | | |
| Basic | 12,699,066 | | 12,258,734 | | 10,832,360 | |
| Diluted | 13,482,894 | | 12,780,959 | | 12,413,424 | |

The accompanying notes are an integral part of these consolidated financial statements

8

l2. Explain to us why you have not accounted for Consumer Choice Systems as a discontinued operation in your financial statements.

By using certain quantitative thresholds, we determined that Consumer Choice Systems was not material to the Company and therefore did not account for the entity as a discontinued operation. At December 31, 2005, Consumer Choice Systems had assets of $2,216,000 which represented approximately 7% of total Company assets. For the year-ended December 31, 2005, Consumer Choice Systems had net revenues of $958,000 which represented approximately 2% of total Company revenues. As a result of these tests, the Company feels that the segment did not meet materiality thresholds to be shown as a discontinued operation on our financial statements.

Note 2 — Summary of Significant Accounting Policies, page 29

  1. It appears that you currently consider your operations to consist of only one operating segment and one reportable segment. With regard to segment reporting:

(a) Amend your financial statement footnotes to add the disclosures required by SFAS 131. It is apparent from your disclosure in Note 16, Disposal of a Business Segment, that your ownership of CCS necessitated SFAS 131 disclosures during periods when CCS was owned.

(b) Tell us why the areas of your business described on pages 4 and 8, that is "Medifast Direct," "Physician and Clinic Sales," "Medifast Weight Control Centers," and "Take Shape for Life" do not constitute separate reportable segments or operating segments as contemplated by SFAS 131. Also tell us why your brick-and-mortar clinics individually do not each constitute a separate operating segment. In your response, address the pertinent requirements of SFAS 131, such as those in paragraphs 10 and 17, including a discussion of similar economic characteristics. In addition to your explanation, provide us with a copy of the financial reports that were provided to your chief operating decision maker, as defined in SFAS 131, for the two years ended December 31, 2006 and 2005.

Note that if you determine that you have or had multiple reportable segments, MD&A disclosure must be revised to discuss the operations of multiple segments. Refer to FRC 501.06.

(A) Consumer Choice Systems would have required SFAS 131 disclosure, but it did not meet the quantitative thresholds as discussed in comment 12 above. It met the requirements of an operating segment in paragraph 10 of SFAS 131. In addition, it met the requirements of paragraph 17 as it sold a completely different line of products than the rest of our business, was distributed differently as it was sold in a retail store environment unlike the rest of our products, and the production process was different than all our other products.

(B) Medifast Direct, Physician and Clinic Sales, Medifast Weight Control Centers, and Take Shape for Life all sell the same exact products. In applying paragraph 17 of SFAS 131 to our support networks, the Company concludes that Medifast Direct, Physician and Clinics Sales, and Take Shape for Life would not be separate reportable segments as they all sell the same products that are produced in the same manner. Additionally, they all sell the Medifast product to the same demographic and the distribution method is the same as the Company sends the Medifast product directly to the customer’s household. In applying paragraph 10 of SFAS 131 to the support networks mentioned, we note that discrete financial information is not available for each individual network, but rather all sales and expenses are shared in one operating segment set of financial statements. See financials in Exhibit B for the two years ended December 31, 2006 and December 31, 2005. The Jason Pharmaceuticals statements of income for the years ended 2005 and 2006 record the sales and expenses of Medifast Direct, Physician and Clinic, and Take Shape for Life. The Jason Properties statements of income for the years ended 2005 and 2006 record the sales and expenses of the Medifast Weight Control Centers.

When applying paragraph 17 of SFAS 131 it could be construed that item (d) “the methods used to distribute their products or services” is different for Medifast Weight Control Centers. They sell the same product as our other support networks and to the same demographic, but it’s sold in a brick and mortar clinic. Therefore the distribution method is slightly different. When applying paragraph 10 of SFAS 131 the Company notes that it meets the criteria of items a, b, and c. Nevertheless, the Company does not provide separate SFAS 131 disclosure in our footnotes for the Medifast Weight Control Centers due to the quantitative threshold test we performed. We tested that both the revenues and total assets of the Medifast Weight Control Centers represent less than 10% of total Medifast, Inc. revenues and assets. If the Medifast Weight Control Centers expand and open more brick and mortar clinics we will continue to test for SFAS 131 segment disclosure in future 10-K’s.

9

14.Expand your inventory accounting policy disclosures to include how these assets are evaluated for impairment and obsolescence, describing the shelf life of your products.

We have amended our disclosure on form 10-K/A to address how often management tests inventory for obsolete or unsalable items as well as the useful lives of our products. Our disclosure is as follows:

Inventories consist principally of packaged meal replacements held in the Company’s warehouse. Inventory is stated at the lower of cost or market, utilizing the first-in, first-out method. The cost of finished goods includes the cost of raw materials, packaging supplies, direct and indirect labor and other indirect manufacturing costs. On a quarterly basis, management reviews inventory for unsalable or obsolete inventory. Obsolete or unsalable inventory write-offs have been immaterial to the financial statements as our products have minimum useful lives ranging from 14-24 months.

  1. Add disclosure to describe your accounting policies for evaluating impairment of property, plant and equipment. Do the same for your intangible assets. Indicate when impairment testing is performed. We note that your current disclosure regarding impairment testing only relates to trademarks and patents, but not customer lists, property, plant and equipment, and other long-lived assets. With regard to trademarks and patents, it describes how the assessment is done but not when it would be performed.

We have amended our disclosure on Form 10-K/A to address when and how impairment testing is performed on intangible assets and property, plant, and equipment, and other long-lived assets. Our disclosures are as follows:

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 | 39
years |
| --- | --- |
| Equipment
and fixtures | 3
-
15 years |
| Vehicles | 5
years |

The carrying amount of all long-lived assets is evaluated periodically to determine whether adjustment to the useful life or to the unamortized balance is warranted. Such evaluation is based principally on the expected utilization of the long-lived assets and the projected undiscounted cash flows of the operations in which the long-lived assets are used. In accordance with SFAS No. 144, “Long-Lived Assets”, property, plant and equipment and other 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 flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

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Goodwill and Other Intangible Assets In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement No. 142 “Goodwill and Other Intangible Assets”. This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, “Intangible Assets”. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. Upon the sale of Consumer Choice Systems, Inc. on January 17, 2006, the goodwill balance of $894,000 was removed from the Company’s books. In addition, the Company has acquired other intangible assets, which include: customer lists, non-compete agreements, trademarks and patents. The non-compete agreements are being amortized over the legal life of the agreements ranging between 3 to 7 years. The customer lists are being amortized over a period ranging between 5 to 10 years based on management’s best estimate of the expected benefits to be consumed or otherwise used up . Goodwill and other intangible assets are tested annually for impairment in the fourth quarter, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The Company assesses the recoverability of its goodwill and other intangible assets by comparing the projected discounted net cash flows associated with the related asset, over their remaining lives, in comparison to their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets .

16.We note that your disclosure regarding "Goodwill and Other Intangible Assets" does not indicate the life over which trademarks and patents are being amortized. Please add this disclosure.

We have amended our disclosure on Form 10-K/A to indicate the life over which trademarks and patents are being amortized. The disclosure is as follows:

In addition, the Company has acquired other intangible assets, which include: customer lists, non-compete agreements, trademarks and patents. The non-compete agreements are being amortized over the legal life of the agreements ranging between 3 to 7 years. The customer lists are being amortized over a period of 5 years based on management’s best estimate of the expected benefits to be consumed or otherwise used up . The costs of patents are amortized over their estimated useful life and trademarks, which represent brands with an infinite life, are carried at cost and tested annually for impairment as outlined below . Goodwill and other intangible assets are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The Company assesses the recoverability of its goodwill and other intangible assets by comparing the projected discounted net cash flows associated with the related asset, over their remaining lives, in comparison to their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.

11

  1. Explain why you do not disclose your policies for deferred compensation arrangements and the terms of those arrangements. It appears to us that this would be necessary.

We have amended our disclosure in Form 10-K/A to disclose the Company’s policies for deferred compensation arrangements and the terms of those arrangements. The disclosure is as follows: Deferred Compensation Plans We maintain a non-qualified deferred compensation plan for Senior Executive management. Under the deferred compensation plan that became effective in 2003, executive officers of the Company may defer a portion of their salary and bonus (performance-based compensation) annually. A participant may elect to receive distributions of the accrued deferred compensation in a lump sum or in installments upon retirement Each participating officer may request that the deferred amounts be allocated among several available investment options established and offered by the Company. These investment options provide market rates of return and are not subsidized by the Company. The benefit payable under the plan at any time to a participant following termination of employment is equal to the applicable deferred amounts, plus or minus any earnings or losses attributable to the investment of such deferred amounts. The Company has established a trust for the benefit of participants in the deferred compensation plan. Pursuant to the terms of the trust, as soon as possible after any deferred amounts have been withheld from a plan participant, the Company will contribute such deferred amounts to the trust to be held for the benefit of the participant in accordance with the terms of the plan and the trust. Retirement payouts under the plan upon an executive officer’s retirement from the Company are payable either in a lump-sum payment or in annual installments over a period of up to ten years. Upon death, disability or termination of employment, all amounts shall be paid in a lump-sum payment as soon as administratively feasible.

Note 7 — Trademarks and Intangibles

  1. Your disclosure in Note 2 indicates that customer lists, which are valued at $4.7 million and $3.6 million, net of amortization, at the end of 2006 and 2005, respectively, are amortized over a period ranging between 5 to 10 years. Provide to us a detailed analysis to support the lengths of these lives. Tell us specifically how you are currently using these lists and how you have used them historically.

In reviewing our amortization schedule we noted that customer lists are currently being amortized over 5 years, not the 5 to 10 years disclosed in our 10-K filed on March 16, 2007. We have amended the disclosure in Form 10-K/A as noted in our response to comment number 16. Our customer lists are used in the Company's direct response marketing campaigns. Our Company’s business model is centered on the customer ordering directly via our website, choosemedifast.com, or through our in-house and outsourced call centers. One of our key marketing efforts both currently and historically is to send out postcards or e-mails to people that are on our customer lists. These postcards and e-mails contain a special offer, discount, or some other value added information that is designed to attract customers to order. A promotional code is attached to each of these postcard or e-mail mails that allow the Company to track the number of orders attributed to a specific advertising campaign. From this data, we can calculate the percentage of postcards or e-mails sent out that were converted to a sale. We compare this percentage to industry standard which is approximately 1-2% of postcards or e-mails convert to a sale. If our customer lists return decreases below industry standard we begin impairing the customer list. If the list continues to return above industry average it is amortized over the original estimated life which is currently five years.

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Exhibits

  1. It appears that you should have filed as exhibits the employment agreements for Mr. McDevitt, Ms. MacDonald and Mr. Connors, as well as the new agreement for Mr. MacDonald, and you should do so upon amendment.

We will include the employment agreements for Mr. McDevitt, Ms. MacDonald, Mr. Connors, and Mr. MacDonald as exhibits to Form 10-K/A.

Certifications

  1. Amend your filing to strictly comply with our rules regarding the certifications filed in compliance with Section 302 of the Sarbanes Oxley Act of 2002. Specifically:

the introductory portion of paragraph 4 is incomplete

you have inappropriately omitted subpart (b) of paragraph 4; you should include subparts (a) through (d)

please title the document only "Certifications."

The Certifications have been updated and will be amended in the 10-K/A. The title with changed to read only “Certifications.” The disclosure is as follows:

  1. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

13

| Unit
Sales | | | | |
| --- | --- | --- | --- | --- |
| For
the year ended 12/31/06 | | | | |
| Item
No. | Description | Units
Sold (quantity) | Sales | Unit
Sales Avg. price |
| 50 | HE
CANVAS BAGS | 1,870.00 | 7,480.00 | 4.00 |
| 72 | SLIM
COOKBOOK | 205.00 | 1,332.50 | 6.50 |
| 73 | &nbspH.E.
RECEIPTS (1250 ct) | 19.00 | 1,646.67 | 86.67 |
| 152 | MAGNESIUM
COMPLEX | 73.25 | 6,975.76 | 95.23 |
| 157 | VITAMIN
B-12 | 684.42 | 51,483.85 | 75.22 |
| 158 | Vitamin
B-6 | 545.17 | 40,702.63 | 74.66 |
| 1803 | Essential
Fatty Acids-120ct | 3,780.00 | 26,515.06 | 7.01 |
| 7201 | Dr.
Diet Vanilla-25Kg Drum | 2,222.00 | 22,848.83 | 10.28 |
| 7211 | Dr.
Diet Swiss Mocha-25Kg Drum | 4,651.00 | 47,826.23 | 10.28 |
| 30000 | TSFL
Quick Start-50 ct | 34.00 | 1,716.08 | 50.47 |
| 38370 | Dr.'s
SUCCESS IN A SHAKER JAR | 254.00 | 2,431.08 | 9.57 |
| 41030 | New
Quick Start Handbook | 139,022.00 | 84,401.49 | 0.61 |
| 41040 | Medifast
Diet Book | 2,715.00 | 54,164.25 | 19.95 |
| 41090 | New
Medifast Recipe Book | 1,363.00 | 9,472.85 | 6.95 |
| 41139 | TSFL
Folders | 3,074.00 | 1,530.36 | 0.50 |
| 41154 | Healthy
Highlights | 121.00 | 8,431.22 | 69.68 |
| 41501 | HE
Pre-Conditioning Handbook | 4,028.00 | 3,669.48 | 0.91 |
| 41502 | HE
Jump Start Handbook | 2,538.00 | 6,835.33 | 2.69 |
| 41504 | HE
Daily Nutrition Handbook | 2,701.00 | 2,947.47 | 1.09 |
| 41544 | HE
Silver Pearl Pen | 2,112.00 | 1,822.93 | 0.86 |
| 41545 | HE
Notepads | 1,081.00 | 1,619.96 | 1.50 |
| 41551 | TSFL
RECIPE GUIDE | 797.00 | 2,064.43 | 2.59 |
| 41554 | HE
Patient Agreement/Addendum | 106.00 | 3,135.72 | 29.58 |
| 41599 | HE
Red Water Bottles | 1,997.00 | 7,358.35 | 3.68 |
| 41624 | TSFL
Action Pack | 24.00 | 1,858.08 | 77.42 |
| 43430 | Medifast
Product Catalog | 63,471.00 | 10,271.88 | 0.16 |
| 43440 | TSFL
Catalog | 5,023.00 | 4,755.20 | 0.95 |
| 43444 | TSFL
Product Catalog (100 ct) | 32.00 | 1,246.02 | 38.94 |
| 50001 | TSFL
Shaker Jar - New | 9,788.00 | 19,236.16 | 1.97 |
| 50100 | Medifast
Ultimate Shaker | 14,294.00 | 55,630.25 | 3.89 |
| 50101 | TSFL
Ultimate Shaker | 4,068.00 | 16,079.63 | 3.95 |
| 50103 | HE
Ultimate Shaker | 1,911.00 | 4,947.37 | 2.59 |
| 51600 | RAINBOW
CASE 55'S | 5,771.00 | 53,673.13 | 9.30 |
| 51713 | HE
CHOCOLATE | 26,850.00 | 157,878.00 | 5.88 |
| 51720 | Dutch
Choc.55- 24 bx/cs; 18 pk | 2,030.00 | 26,583.07 | 13.10 |
| 51750 | SPLIT
CASE 55'S | 163.00 | 45,001.80 | 276.08 |
| 51813 | HE
VANILLA | 8,843.00 | 59,690.25 | 6.75 |
| 51820 | French
Van.55- 24bx/cs; 18 pks | 444.00 | 5,872.59 | 13.23 |
| 51913 | HE
STRAWBERRY | 7,078.00 | 41,689.42 | 5.89 |
| 52013 | HE
ORANGE | 4,990.00 | 29,401.04 | 5.89 |
| 52050 | ORANGE
PINEAPPLE BREEZE 55 | 121.14 | 1,445.60 | 11.93 |
| 52063 | HE
BANANA BLITZ | 6,183.00 | 36,503.36 | 5.90 |
| 52150 | SPLIT
CASE 70'S | 24.00 | 7,544.53 | 314.36 |
| 52311 | TSFL
STRAWBERRY CREAM 70 | 10,420.86 | 148,588.41 | 14.26 |
| 52411 | TSFL
ORANGE DELIGHT 70 | 9,673.43 | 129,411.67 | 13.38 |
| 52461 | TSFL
BANANA BLITZ 70 | 10,014.71 | 142,121.57 | 14.19 |
| 54100 | CHICKEN
FASTSOUP | 13,575.21 | 91,969.84 | 6.77 |
| 54200 | TOMATO
FASTSOUP | 12,455.71 | 86,367.89 | 6.93 |
| 54303 | HE
CREAMY CHICKEN SOUP | 2,914.00 | 17,206.17 | 5.90 |
| 57100 | SAVORY
BEEF FASTSOUP | 6,866.93 | 47,005.41 | 6.85 |
| 57250 | Soy
Crisps - White Cheddar | 6,693.66 | 38,488.55 | 5.75 |
| 57260 | Soy
Crisps - Ranch | 5,379.30 | 30,930.98 | 5.75 |
| 57270 | Soy
Crisps - Apple Cinnamon | 5,233.88 | 30,094.81 | 5.75 |
| 57303 | HE
HOT COCOA | 9,897.00 | 56,721.47 | 5.73 |

14

| 57353 | HE
CAPPUCCINO | 6,164.00 | 36,979.01 | 6.00 |
| --- | --- | --- | --- | --- |
| 57363 | HE
CHAI LATTE | 1,746.00 | 9,947.88 | 5.70 |
| 57403 | HE
CHOCOLATE PUDDING | 8,857.00 | 54,359.14 | 6.14 |
| 57410 | Vanilla
Pudding | 9,535.14 | 138,259.53 | 14.50 |
| 58003 | HE
APPLE CINNAMON OATMEAL | 7,038.00 | 43,461.53 | 6.18 |
| 58013 | HE
FRENCH VAN BERRY OATMEAL | 2,182.00 | 13,142.59 | 6.02 |
| 58023 | HE
MAPLE & BROWN SUGAR OATMEAL | 8,678.00 | 53,575.20 | 6.17 |
| 58033 | H.E.
Peach Oatmeal | 176.50 | 2,559.25 | 14.50 |
| 60303 | HE
SWISS MOCHA 55 | 4,949.00 | 28,218.25 | 5.70 |
| 60400 | SWISS
MOCHA 70 | 20,043.14 | 226,639.55 | 11.31 |
| 60401 | TSFL
SWISS MOCHA 70 | 8,030.14 | 110,276.00 | 13.73 |
| 60450 | RAINBOW
CASE 70'S | 145.00 | 2,639.06 | 18.20 |
| 60603 | HE
CREAMY TOMATO SOUP | 2,030.00 | 12,261.19 | 6.04 |
| 60703 | HE
MINESTRONE SOUP | 1,225.00 | 7,296.55 | 5.96 |
| 63753 | HiEnergy
Split-Choc&Van Shakes | 3,277.00 | 32,732.41 | 9.99 |
| 64803 | HE
CHOCOLATE DIVINE BAR | 3,923.00 | 24,329.95 | 6.20 |
| 64903 | HE
CHOCOLATE MINT MADNESS BAR | 4,625.00 | 28,432.72 | 6.15 |
| 65003 | HE
PEANUT BUTTER BARS | 4,791.00 | 29,729.16 | 6.21 |
| 65203 | HE
CRUNCHY LEMON FANTASY BARS | 5,425.00 | 34,101.98 | 6.29 |
| 65403 | HE
OATMEAL RAISIN BARS | 8,376.00 | 52,047.63 | 6.21 |
| 65443 | HE
CARAMEL NUT BARS | 8,133.00 | 51,057.49 | 6.28 |
| 65444 | Ray
Lewis Caramel Nut Bars | 1,431.14 | 11,000.55 | 7.69 |
| 65453 | HE
S'MORE'S GRANOLA BAR | 7,000.00 | 43,831.36 | 6.26 |
| 65460 | RAINBOW
BARS | 373.00 | 13,949.97 | 37.40 |
| 65503 | HE
FRUIT & NUT BAR | 6,385.00 | 40,036.73 | 6.27 |
| 65504 | Ray
Lewis Fruit & Nut Bar | 1,075.14 | 7,694.83 | 7.16 |
| 66500 | PEACH
PRO TEA | 8,976.43 | 97,540.47 | 10.87 |
| 66550 | RASPBERRY
PRO TEA | 13,619.57 | 143,641.56 | 10.55 |
| 66563 | HE
TROPICAL PUNCH DRINK | 2,949.00 | 18,186.38 | 6.17 |
| 66573 | HE
CRANBERRY MANGO JUICE | 3,243.00 | 19,823.20 | 6.11 |
| 66600 | MED/TS
OUTRAGEOUS CHOCOLATE | 4,180.00 | 36,619.89 | 8.76 |
| 66700 | &nbspMED/TS
LUSCIOUS VANILLA | 2,280.00 | 18,392.89 | 8.07 |
| 69603 | HE
CHICKEN NOODLE SOUP | 5,067.00 | 31,143.82 | 6.15 |
| 69653 | HE
CHICKEN & WILD RICE SOUP | 3,704.00 | 29,316.64 | 7.91 |
| 69660 | Beef
Vegetable Stew | 14,662.14 | 212,601.03 | 14.50 |
| 69703 | HE
HOMESTYLE CHILI | 2,032.00 | 12,335.25 | 6.07 |
| 69750 | SOUPS/
CHILI VARIETY EXTRAS | 64.00 | 4,730.79 | 73.92 |
| 69790 | Diabetic
Shakes-Variety Case | 840.00 | 5,592.40 | 6.66 |
| 69803 | HE
DIABETIC CHOCOLATE | 3,052.00 | 17,041.90 | 5.58 |
| 69903 | HE
DIABETIC VANILLA | 1,450.00 | 8,269.42 | 5.70 |
| 70003 | HE
DIABETIC STRAWBERRY | 1,035.00 | 5,847.75 | 5.65 |
| 70104 | (D)
Ray Lewis Women's Choc | 2,324.00 | 40,196.30 | 17.30 |
| 70204 | (D)
Ray Lewis Women's Van | 2,699.00 | 43,511.33 | 16.12 |
| 70304 | (D)
Ray Lewis Men's Pro Choc | 1,793.14 | 36,439.20 | 20.32 |
| 70404 | (D)
Ray Lewis Men's Pro Van | 1,226.00 | 22,463.99 | 18.32 |
| 70503 | HE
DIABETIC CHOC. CRUNCH BAR | 1,840.00 | 12,853.98 | 6.99 |
| 70603 | HE
DIAB PEANUT BUTTER CRUNCH | 1,573.00 | 11,111.50 | 7.06 |
| 70700 | Chocolate
Plus for Joint Healt | 8,227.43 | 126,004.79 | 15.32 |
| 70703 | HE
JOINT HEALTH CHOCOLATE | 1,329.00 | 9,626.17 | 7.24 |
| 70800 | Vanilla
Plus for Joint Health | 4,527.71 | 70,066.54 | 15.48 |
| 70803 | HE
JOINT HEALTH VANILLA | 591.50 | 4,274.88 | 7.23 |
| 70903 | HE
CHOC APPETITE SUPPRESSION | 2,182.00 | 15,203.20 | 6.97 |
| 71003 | HE
VANILLA APPETITE SUPPRESSIO | 949.00 | 6,606.23 | 6.96 |
| 71100 | Plus
for Women's Health Chocol | 4,540.00 | 75,409.37 | 16.61 |
| 71103 | HE
WOMEN'S HEALTH CHOCOLATE | 675.00 | 4,983.98 | 7.38 |
| 71200 | Plus
for Women's Health Vanill | 1,881.00 | 30,199.09 | 16.05 |
| 72200 | Plus/Coronary
Health Chocolate | 5,247.71 | 68,625.95 | 13.08 |
| 72203 | HE
CORONARY HEALTH CHOCOLATE | 453.00 | 2,896.94 | 6.40 |
| 72300 | Plus/Coronary
Health Strawberr | 1,417.00 | 16,718.53 | 11.80 |
| 72320 | (D)
Med. Creamy Italian Dress | 286.14 | 2,126.55 | 7.43 |

15

| 72340 | (D)
MEDIFAST RANCH DRESSING | 401.36 | 2,999.14 | 7.47 |
| --- | --- | --- | --- | --- |
| 72350 | Honey
Dijon Dressing | 257.79 | 1,847.50 | 7.17 |
| 72360 | Red
Pepper Italian Dressing | 9,013.86 | 33,801.98 | 3.75 |
| 72370 | NEW
Ranch Dressing | 4,934.00 | 18,502.50 | 3.75 |
| 72760 | Mnt
Choc Shk - 017642727608 | 12,973.00 | 88,994.78 | 6.86 |
| 72770 | Mnt
Van Shk - 017642727707 | 12,933.00 | 88,720.38 | 6.86 |
| 72780 | MNT
PB Bar 017642727837 | 7,853.59 | 7,617.98 | 0.97 |
| 72820 | CHICKEN
SALAD | 33,504.00 | 61,251.40 | 1.83 |
| 72830 | TUNA
SALAD | 8,415.00 | 15,394.25 | 1.83 |
| 72853 | HE
BANANA PUDDING | 4,403.00 | 27,135.84 | 6.16 |
| 72900 | Mnt
28-Day Kit -017642189031 | 93.00 | 7,114.50 | 76.50 |
| 72910 | Mnt
Start Pack - 017642729107 | 4,754.00 | 46,541.66 | 9.79 |
| 73301 | TSFL
11-day trial package | 19.00 | 1,862.00 | 98.00 |
| 74205 | Diabetic
Promo Package | 826.00 | 235,410.00 | 285.00 |
| 74400 | 70
- Variety 2 Week Package | 1,371.00 | 194,682.00 | 142.00 |
| 74500 | Diabetic
Variety 2 Week Pack | 682.00 | 99,572.00 | 146.00 |
| 74700 | Diabetic
1 Week Free Pack | 3,033.00 | 10,962.65 | 3.61 |
| 75200 | Men's
Pro Drink Challenge Pack | 67.00 | 5,591.20 | 83.45 |
| 75210 | Women's
Pro Drink Challenge PK | 67.00 | 4,896.67 | 73.08 |
| 75220 | Nutrition/Energy
Challenge Pak | 33.00 | 3,816.22 | 115.64 |
| 378800 | Diabetic
Guide | 3,925.00 | 4,267.08 | 1.09 |
| 384700 | Direct
Success IASJ Book | 1,898.00 | 36,226.75 | 19.09 |
| 401002 | TS
DIGITAL THERMOMETER | 5,052.00 | 11,976.65 | 2.37 |
| 401102 | TS
DIGITAL EAR THERMOMETER | 4,816.00 | 72,618.04 | 15.08 |
| 401202 | TS
BODY FAT ANALYZER | 2,337.00 | 28,207.09 | 12.07 |
| 401302 | TS
BLOOD PRESSURE MONITER | 2,214.00 | 44,884.92 | 20.27 |
| 401402 | TS
DIGITAL SCALE | 1,790.00 | 47,141.80 | 26.34 |
| 410220 | MEDIFAST
RECIPE GUIDE | 3,447.00 | 8,414.26 | 2.44 |
| 411200 | MED
Quick Start Book - Spanish | 167.00 | 1,238.66 | 7.42 |
| 415083 | HE
Food Journal Tearsheet | 161.00 | 1,625.57 | 10.10 |
| 416210 | MY
DAILY JOURNAL | 3,300.00 | 8,059.06 | 2.44 |
| 501330 | DIABETIC
SAMPLE KIT | 225.00 | 4,248.30 | 18.88 |
| 501390 | MEDIFAST
TOTE BAGS-25 | 229.00 | 1,300.53 | 5.68 |
| 501430 | LIFESTYLES
PATIENT GUIDE | 698.00 | 10,846.66 | 15.54 |
| 501470 | MEDIFAST
SAMPLE PACK | 1,397.00 | 32,606.92 | 23.34 |
| 41151A | TSFL
BeSlim Car Magnet | 78.00 | 1,426.68 | 18.29 |
| DSBC1 | Business
Cards-250 Double Side | 46.00 | 2,827.96 | 61.48 |
| HIFAST2 | HI
ENERGY SHAKER JARS- 12ct | 289.50 | 4,380.45 | 15.13 |
| HS1 | Healthy
Solutions (100 ct.) | 64.00 | 1,460.87 | 22.83 |
| REL01 | Hi-Energy
Complete 60ct | 517.83 | 67,671.76 | 130.68 |
| SPBAR | BAR
SAMPLE PACK | 123.00 | 2,013.12 | 16.37 |
| TSFLQSH | TSFL
Quick Start Handbook | 29.00 | 1,964.29 | 67.73 |
| 66560 | Tropical
Punch Drink | 21,358.01 | 250,723.59 | 11.74 |
| 70000 | STRAWBERRY
PLUS FOR DIABETICS | 19,777.43 | 251,174.86 | 12.70 |
| 57230 | MULTI-GRAIN
CRACKERS | 83,185.29 | 260,412.61 | 3.13 |
| 73300 | 11-day
trial package | 2,690.00 | 261,784.40 | 97.32 |
| 57240 | Garden
Vegetable Crackers | 81,843.57 | 263,166.30 | 3.22 |
| 52211 | TSFL
FRENCH VANILLA 70 | 19,011.14 | 268,077.68 | 14.10 |
| 50000 | Medifast
Shaker Jar - New | 198,860.00 | 276,361.05 | 1.39 |
| 60301 | TSFL
SWISS MOCHA 55 | 21,869.14 | 293,795.70 | 13.43 |
| 66570 | Cranberry
Mango Juice | 24,713.29 | 297,062.55 | 12.02 |
| 52061 | TSFL
BANANA BLITZ 55 | 22,969.86 | 315,766.19 | 13.75 |
| 74201 | Diab.
Variety 4 Week Pack TSFL | 1,151.00 | 328,035.00 | 285.00 |
| 52011 | TSFL
ORANGE DELIGHT 55 | 25,403.43 | 350,063.29 | 13.78 |
| 70500 | DIABETIC
CHOC. CRUNCH BAR | 24,640.86 | 350,812.67 | 14.24 |
| 70600 | DIABETIC
PEANUT BUTTER CRUNCH | 24,931.15 | 353,358.82 | 14.17 |
| 51911 | TSFL
STRAWBERRY CREAM 55 | 27,075.14 | 371,676.62 | 13.73 |
| 71000 | Vanilla
Appetite Suppression | 31,851.86 | 384,297.77 | 12.07 |
| 52460 | Banana
Shake 70 | 37,241.43 | 424,444.52 | 11.40 |
| 52410 | ORANGE
DELIGHT 70 | 38,670.86 | 425,275.20 | 11.00 |

16

| 69900 | DIABETIC
VANILLA | 35,910.14 | 449,608.22 | 12.52 |
| --- | --- | --- | --- | --- |
| 52310 | STRAWBERRY
CREAM 70 | 45,837.29 | 521,368.64 | 11.37 |
| 68800 | Ready-To-Drink
French Vanilla | 266,946.50 | 548,575.06 | 2.06 |
| 60600 | CREAMY
TOMATO SOUP | 44,705.01 | 572,478.17 | 12.81 |
| 51811 | TSFL
FRENCH VANILLA 55 | 45,024.86 | 614,925.95 | 13.66 |
| 52111 | TSFL
DUTCH CHOCOLATE 70 | 45,288.00 | 636,791.82 | 14.06 |
| 54300 | CREAMY
CHICKEN SOUP | 52,759.30 | 662,424.05 | 12.56 |
| 74101 | 70
- Variety 4 Week Pack TSFL | 2,422.00 | 666,050.00 | 275.00 |
| 74105 | 70
Promo Package | 2,278.00 | 678,844.00 | 298.00 |
| 65200 | Lemon
Fantasy Bars | 58,051.29 | 731,176.96 | 12.60 |
| 74600 | 55
& 70 - 1 Week Free Pack | 38,880.00 | 733,744.03 | 18.87 |
| 60300 | SWISS
MOCHA 55 | 75,026.57 | 872,214.81 | 11.63 |
| 52210 | FRENCH
VA70 | 80,251.00 | 877,307.93 | 10.93 |
| 57360 | Medifast
Chai Latte | 85,541.00 | 884,950.77 | 10.35 |
| 69800 | CHOCOLATE
PLUS FOR DIABETICS | 72,940.57 | 915,116.40 | 12.55 |
| 70900 | Chocolate
Appetite Suppression | 67,684.00 | 952,560.93 | 14.07 |
| 64900 | CHOCOLATE
MINT MADNESS BAR | 72,970.86 | 976,162.80 | 13.38 |
| 64800 | CHOCOLATE
BAR | 77,723.00 | 1,013,629.99 | 13.04 |
| 74200 | Diabetic
Variety 4 Week Pack | 3,610.00 | 1,015,324.53 | 281.25 |
| 58010 | Blueberry
Oatmeal | 88,077.60 | 1,076,316.09 | 12.22 |
| 65000 | PEANUT
BUTTER BARS | 90,488.14 | 1,158,449.43 | 12.80 |
| 57300 | HOT
COCOA | 112,383.72 | 1,185,224.79 | 10.55 |
| 74300 | 55
- Variety 2 Week Package | 8,901.00 | 1,249,448.85 | 140.37 |
| 57350 | Cappuccino | 119,434.73 | 1,264,308.70 | 10.59 |
| 52060 | Banana
Creme 55 | 119,162.86 | 1,264,734.30 | 10.61 |
| 57000 | CREAMY
BROCCOLI SOUP | 102,245.29 | 1,276,245.12 | 12.48 |
| 52010 | ORANGE
DELIGHT 55 | 117,773.14 | 1,375,968.95 | 11.68 |
| 51711 | TSFL
DUTCH CHOCOLATE 55 | 103,295.57 | 1,406,429.56 | 13.62 |
| 52110 | DUTCH
CH70 | 133,485.57 | 1,415,610.48 | 10.60 |
| 72850 | Banana
Pudding | 126,769.16 | 1,471,005.81 | 11.60 |
| 60700 | MINESTRONE
SOUP | 117,198.72 | 1,521,037.00 | 12.98 |
| 74100 | 70
- Variety 4 Week Package | 5,581.00 | 1,534,775.00 | 275.00 |
| 51910 | STRAWBERRY
CREAM 55 | 143,575.43 | 1,610,877.33 | 11.22 |
| 65450 | S'More's
Granola Bar | 129,077.14 | 1,666,367.73 | 12.91 |
| 68700 | Ready-To-Drink
Dutch Chocolate | 864,789.50 | 1,814,254.89 | 2.10 |
| 69650 | Chicken
& Wild Rice Soup | 138,113.86 | 1,858,534.33 | 13.46 |
| 58030 | Peach
Oatmeal | 128,355.57 | 1,861,155.77 | 14.50 |
| 74800 | New
Brennan Kit | 7,125.00 | 1,959,375.00 | 275.00 |
| 65500 | Fruit
& Nut Bar | 150,321.02 | 1,972,290.78 | 13.12 |
| 57400 | Chocolate
pudding | 173,047.16 | 2,031,211.03 | 11.74 |
| 65400 | OATMEAL
RAISIN BARS | 173,998.16 | 2,182,887.35 | 12.55 |
| 65440 | Caramel
Nut Bars | 177,716.30 | 2,315,592.18 | 13.03 |
| 69600 | Chicken
Noodle Soup | 212,804.74 | 2,636,845.34 | 12.39 |
| 51810 | FRENCH
VA55 | 251,281.59 | 2,780,382.27 | 11.06 |
| 58000 | Apple
Cinnamon Oatmeal | 226,887.16 | 2,811,713.56 | 12.39 |
| 69700 | Homestyle
Chili | 209,575.31 | 2,832,446.06 | 13.52 |
| 58020 | Maple
& Brown Sugar Oatmeal | 228,274.00 | 2,908,210.76 | 12.74 |
| 51710 | DUTCH
CH55 | 442,549.30 | 4,852,973.07 | 10.97 |
| | Gross
Sales | 7,598,572.16 | 80,861,925.53 | |

17

| Consumers
Choice Systems, Inc | | |
| --- | --- | --- |
| Sales
by Item | | |
| For
the year ended 12/31/06 | | |
| Inventory | Units
Sold | Avg.
Price |
| CRANBERRY | | |
| CCS
CRANBERRY 50850 | | |
| 50850 | | |
| 50850-091810FG | 676.00 | 4.79 |
| CVS
100 Ct CRANBERRY 08162 | | |
| 08162 | | |
| 08162-054270FG | 504.00 | 3.19 |
| CVS
50 Ct CRANBERRY 05646 | | |
| 05646 | | |
| 05646-053424FG | 2,712.00 | 1.80 |
| Total
CVS 50 Ct CRANBERRY 05646 | | |
| LUBRICANT | | |
| 80002
4ml 8 PAK APPLICATOR | | |
| 80002-31007FG | 2.00 | 16.94 |
| 80002-312302T
FG | 444.00 | 7.52 |
| 4600
· Pro Energy Dietary Supplement | 24 | 11.96 |
| 4610
· Always Trim | 110 | 11.90 |
| MENOPAUSE
RELIEF 24HR 40030 | | |
| 40030FG | | |
| 40030-5342FG | 86.00 | 11.21 |
| 40030-5342TFG | 240.00 | 9.95 |
| UTI
RELIEF 50512 | | |
| 50512fg | | |
| 50512-051666FG | 3,192.00 | 3.09 |
| UTI
TEST STICK 50620 | | |
| 50620fg | | |
| 50620-101062FG | 74.00 | 6.26 |
| 50620-101062T
FG | 312.00 | 5.95 |
| 50620-101830FG | 120.00 | 5.95 |
| 50620-101830T
FG | 1,416.00 | 5.93 |

18

| Unit
Sales | | | | |
| --- | --- | --- | --- | --- |
| For
the year ended 12/31/05 | | | | |
| Number | Description | Unit
Sales (quantity) | Total
Sales | Unit
Sales Avg. price |
| 15 | Chromium | 23.00 | 1,662.00 | 72.26 |
| 50 | HE
CANVAS BAGS | 2,047.00 | 8,188.00 | 4.00 |
| 72 | SLIM
COOKBOOK | 283.00 | 1,839.50 | 6.50 |
| 73 | &nbspH.E.
RECEIPTS (1250 ct) | 27.00 | 2,340.00 | 86.67 |
| 125 | HE
FOLDERS | 3,207.00 | 3,102.00 | 0.97 |
| 127 | HE
INSULATED MUGS 34oz | 26.04 | 1,911.87 | 73.41 |
| 152 | MAGNESIUM
COMPLEX | 93.75 | 8,928.02 | 95.23 |
| 153 | Coenzyme
Q-10 | 7.00 | 1,355.76 | 193.68 |
| 157 | VITAMIN
B-12 | 650.58 | 48,938.58 | 75.22 |
| 158 | Vitamin
B-6 | 530.25 | 39,588.70 | 74.66 |
| 159 | HE
CORAL CALCIUM 120CT | 11.00 | 1,820.50 | 165.50 |
| 202 | Necessary
Materials | 6.00 | 9,900.00 | 1,650.00 |
| 1803 | Essential
Fatty Acids-120ct | 3,999.00 | 28,051.25 | 7.01 |
| 5171 | [D]
DUTCH CHOC 55 | 127.00 | 235,244.00 | 550.92 |
| 5181 | [D]
VANILLA SHAKE 55 | 428.88 | 236,278.00 | 550.92 |
| 5191 | [D]
STRAWBERRY CREAM 55 | 71.44 | 39,358.37 | 550.92 |
| 5201 | [D]
ORANGE DELIGHT 55 | 42.55 | 23,706.92 | 557.21 |
| 5205 | [D]
ORANGE PINEAPPLE BZ 55 | 43.89 | 26,125.78 | 595.21 |
| 5206 | [D]
Banana Shake 55 | 25.48 | 13,953.95 | 547.59 |
| 5211 | [D]
DUTCH CH70 | 142.97 | 70,661.34 | 494.25 |
| 5221 | [D]
FRENCH VA70 | 52.25 | 28,758.44 | 550.39 |
| 5231 | [D]
STRAWBERRY CRM 70 | 35.08 | 19,820.91 | 564.98 |
| 5241 | [D]
ORANGE DELIGHT 70 | 24.66 | 12,452.61 | 505.07 |
| 5246 | [D]
Banana Shake 70 | 11.85 | 6,267.17 | 528.87 |
| 5410 | [D]
CHICKEN FASTSOUP | 29.65 | 2,411.70 | 81.33 |
| 5420 | [D]
TOMATO FASTSOUP | 28.95 | 2,388.10 | 82.48 |
| 5430 | [D]
CREAMY CHICKEN SOUP | 89.21 | 12,747.19 | 142.89 |
| 5700 | [D]
CREAMY BROCCOLI SOUP | 86.03 | 12,944.13 | 150.46 |
| 5710 | [D]
SAVORY BEEF FASTSOUP | 13.94 | 1,209.70 | 86.78 |
| 5723 | [D]
MULTI-GRAIN CRACKERS | 236.45 | 8,647.21 | 36.57 |
| 5724 | [D]
Garden Vegetable Crackers | 157.95 | 6,037.72 | 38.23 |
| 5730 | [D]
HOT COCOA | 71.87 | 8,051.95 | 112.04 |
| 5731 | [D]
Hot Cocoa w/Marshmallows | 94.12 | 10,270.12 | 109.11 |
| 5735 | [D]
Cappuccino | 74.72 | 8,456.62 | 113.18 |
| 5736 | [D]
Medifast Chai Latte | 38.46 | 5,299.34 | 137.80 |
| 5737 | [D]
Hi-Energy Chai Latte | 32.00 | 2,390.72 | 74.71 |
| 5740 | [D]
Chocolate pudding | 107.24 | 14,426.38 | 134.52 |
| 5800 | [D]
Oatmeal - Apple Cinnamon | 224.31 | 32,602.23 | 145.35 |
| 5801 | [D]
Oatmeal - French Vanilla B | 102.88 | 14,940.01 | 145.22 |
| 5802 | [D]
Mple & Brwn Sugar Oatmeal | 243.79 | 33,866.81 | 138.92 |
| 6030 | [D]
SWISS MOCHA 55 | 67.76 | 39,359.94 | 580.90 |
| 6040 | [D]
SWISS MOCHA 70 | 33.05 | 19,090.35 | 577.67 |
| 6060 | [D]
CREAMY TOMATO SOUP | 65.46 | 9,625.88 | 147.04 |
| 6070 | [D]
MINESTRONE SOUP | 76.05 | 11,432.40 | 150.33 |
| 6370 | [D]
HI ENERGY CHOCOLATE | 8.50 | 1,049.93 | 123.52 |
| 6371 | [D]
Hi-Energy Chocolate Shake | 17.64 | 3,746.30 | 212.39 |
| 6381 | [D]
Hi Energy Vanilla Shake | 5.69 | 1,219.60 | 214.17 |
| 6391 | [D]
HE Strawberry Shake | 6.58 | 1,425.45 | 216.52 |
| 6401 | [D]
Hi Energy Orange Shake | 7.75 | 1,665.60 | 214.92 |
| 6422 | [D]
HE Creamy Broccoli Soup | 16.17 | 1,215.23 | 75.17 |
| 6441 | [D]
Hi Energy Hot Cocoa | 14.17 | 2,944.74 | 207.86 |
| 6442 | [D]
Hi Energy Cappuccino | 20.00 | 1,272.16 | 63.61 |
| 6446 | [D]
HE Apple Cin. Oatmeal | 19.00 | 1,196.48 | 62.97 |
| 6450 | [D]
Hi Energy Fruit & Nut Bar | 27.00 | 1,903.00 | 70.48 |
| 6451 | [D]
Hi-E S'More's Granola Bar | 22.08 | 1,533.60 | 69.45 |
| 6480 | [D]
CHOCOLATE DIVINE BAR | 149.99 | 22,829.52 | 152.21 |
| 6490 | [D]
CHOC MINT MADNESS BAR | 141.12 | 20,755.64 | 147.08 |
| 6500 | [D]
PEANUT BUTTER BARS | 270.28 | 36,539.83 | 135.19 |
| 6520 | [D]
CR LEMON FANTASY BARS | 153.59 | 21,678.92 | 141.15 |
| 6540 | [D]
OATMEAL RAISIN BARS | 313.91 | 42,868.64 | 136.56 |
| 6544 | [D]
Caramel Nut Bars | 242.98 | 34,976.40 | 143.95 |
| 6545 | [D]
S'More's Granola Bar | 81.99 | 12,728.13 | 155.23 |
| 6550 | [D]
Fruit & Nut Bar | 153.16 | 23,326.69 | 152.30 |

19

| 6553 | [D]
Hi E Peanut Butter Bars | 20.50 | 1,539.64 | 75.10 |
| --- | --- | --- | --- | --- |
| 6559 | [D]
Hi Energy ChoC Pudding | 31.58 | 2,386.61 | 75.57 |
| 6560 | [D]
Hi E Banana Pudding | 35.08 | 2,477.82 | 70.63 |
| 6565 | [D]
HE Caramel Nut Bars | 32.67 | 2,346.39 | 71.83 |
| 6579 | [D]
HE Chic & Wild Rice Soup | 15.50 | 1,493.00 | 96.32 |
| 6620 | (D)FORM
YOU 3 ESSTL CHOC DRINK | 122.00 | 5,873.08 | 48.14 |
| 6630 | (D)FORM
YOU 3 ESSTL VAN DRINK | 121.00 | 5,824.94 | 48.14 |
| 6640 | (D)FORM
YOU esse 3 STRAW DRINK | 65.00 | 3,129.10 | 48.14 |
| 6655 | [D]
RASPBERRY PRO TEA | 9.08 | 1,107.51 | 121.93 |
| 6656 | [D]
Tropical Punch Drink | 22.72 | 3,017.38 | 132.82 |
| 6657 | [D]
Cranberry Mango Juice | 14.66 | 2,039.70 | 139.16 |
| 6660 | [D]
MED/TS OUTRAGEOUS CHOC | 19.87 | 2,479.37 | 124.79 |
| 6870 | [D]
RTD Dutch CH55 | 922.03 | 53,122.95 | 57.62 |
| 6880 | [D]
RTD FRENCH VA55 | 333.31 | 19,824.83 | 59.48 |
| 6890 | [D]
RTD FIT CHOC DRINK | 235.43 | 11,758.15 | 49.94 |
| 6960 | [D]
Chicken Noodle Soup | 190.81 | 28,322.53 | 148.43 |
| 6965 | [D]
Chic & Wild Rice Soup | 123.67 | 19,186.26 | 155.13 |
| 6970 | [D]
Homestyle Chili | 124.06 | 19,640.40 | 158.31 |
| 6980 | [D]
CHOC PLUS FOR DIABETICS | 177.45 | 25,165.91 | 141.82 |
| 6990 | [D]
VAnPLUS FOR DIABETICS | 73.56 | 10,568.72 | 143.68 |
| 7000 | [D]
STRAWBERRY PLUS FOR DIAB | 45.39 | 6,905.28 | 152.13 |
| 7050 | [D]
DIAB CHOC. CRUNCH BAR | 35.85 | 5,334.49 | 148.82 |
| 7060 | [D]
DIABETIC P BUTTER CRUNCH | 42.93 | 6,376.45 | 148.54 |
| 7061 | [D]
FIT! Chocolate Shake | 11.52 | 1,316.36 | 114.23 |
| 7070 | [D]
Choc Plus for Joint Healt | 44.13 | 8,407.79 | 190.52 |
| 7080 | [D]
Van Plus for Joint Health | 31.00 | 5,005.32 | 161.46 |
| 7090 | [D]
Choc Appetite Suppression | 277.26 | 39,488.10 | 142.42 |
| 7100 | [D]
Van Appetite Suppression | 117.26 | 18,084.96 | 154.23 |
| 7110 | [D]
Plus for Women Health Choc | 16.73 | 3,448.00 | 206.14 |
| 7120 | [D]
Plus for Womens Health Van | 7.01 | 1,338.81 | 190.93 |
| 7201 | Dr.
Diet Vanilla-25Kg Drum | 8,200.00 | 84,320.60 | 10.28 |
| 7211 | Dr.
Diet Swiss Mocha-25Kg Drum | 20,600.00 | 211,829.80 | 10.28 |
| 7220 | [D]
Plus/Corn Health Chocolate | 28.92 | 4,677.27 | 161.75 |
| 7230 | [D]
Plus/Corn Health Straw | 13.17 | 1,640.27 | 124.58 |
| 7234 | [D]
Medifast Ranch Dress | 16.01 | 1,399.06 | 87.40 |
| 7280 | [D]
CHICKEN BREAST | 15.03 | 2,617.97 | 174.16 |
| 7281 | [D]
BEEF PATTY | 8.13 | 1,234.50 | 151.80 |
| 7282 | [D]
CHICKEN SALAD | 21.99 | 2,870.52 | 130.55 |
| 7283 | [D]
TUNA SALAD | 25.39 | 3,153.27 | 124.19 |
| 7285 | [D]
Banana Pudding | 77.29 | 10,973.71 | 141.99 |
| 7295 | [D]
HSN Main 14ct Choc Pudg | 999.00 | 13,906.08 | 13.92 |
| 7300 | [D]
28 Day Diac Variety Kit | 52.00 | 16,253.27 | 312.56 |
| 7301 | [D]
28 Day Diabetic Lover Kit | 15.00 | 4,780.22 | 318.68 |
| 7303 | [D]
2 wk. Diabeitc Variety | 22.00 | 3,505.70 | 159.35 |
| 7304 | [D]
2 wk. Diabetic Lover Kit | 6.00 | 1,035.75 | 172.63 |
| 7310 | [D]
55's 28 Day Variety Kit | 352.00 | 104,456.88 | 296.75 |
| 7311 | [D]
55's 28 Day Lover Kit | 119.00 | 36,572.28 | 307.33 |
| 7312 | [D]
55's 28 Day Vanilla Kit | 38.00 | 11,642.92 | 306.39 |
| 7313 | [D]
55's 2 Wk. Lover Kit | 47.00 | 7,351.45 | 156.41 |
| 7314 | [D]
55's 2wk Variety Kit | 112.00 | 17,511.20 | 156.35 |
| 7320 | [D]
70's 28 Day Variety Kit | 149.00 | 44,934.68 | 301.58 |
| 7321 | [D]
70's 28 Day Lover Kit | 41.00 | 12,747.28 | 310.91 |
| 7322 | [D]
70's 28 Day Vanilla Kit | 15.00 | 4,700.56 | 313.37 |
| 7323 | [D]
70's 2 Wk. Variety Kit | 32.00 | 5,099.20 | 159.35 |
| 7330 | [D]
980 Pr Package | 261.00 | 25,495.00 | 97.68 |
| 30000 | TSFL
Quick Start-50 ct | 37.00 | 1,867.50 | 50.47 |
| 30002 | TSFL
Quick Start - 150 ct | 13.00 | 1,462.50 | 112.50 |
| 38370 | Dr.'s
SUCCESS IN A SHAKER JAR | 412.00 | 3,943.33 | 9.57 |
| 38470 | Direct
Success IASJ Book | 158.00 | 2,429.73 | 15.38 |
| 40100 | TS
DIGITAL THERMOMETER | 546.00 | 1,197.67 | 2.19 |
| 40110 | TS
DIGITAL EAR THERMOMETER | 188.00 | 2,957.81 | 15.73 |
| 40120 | TS
BODY FAT ANALYZER | 236.00 | 3,030.40 | 12.84 |
| 40130 | TS
BLOOD PRESSURE MONITER | 290.00 | 6,037.08 | 20.82 |
| 40140 | TS
DIGITAL SCALE | 378.00 | 10,777.67 | 28.51 |
| 41096 | DIABETIC
BROCHURE-TSFL 25 PK | 290.00 | 1,710.00 | 5.90 |
| 41097 | TSFL
Program Brochure 25/PK | 965.00 | 4,614.00 | 4.78 |
| 41141 | TSFL
Folders (25 = $11.50) | 261.00 | 2,990.00 | 11.46 |
| 41143 | TSFL
Picture Frame Magnet | 6,342.00 | 3,121.00 | 0.49 |
| 41150 | TSFL
BMI Chart (25 pack) | 104.00 | 1,067.00 | 10.26 |

20

| 41152 | TSFL
Product/Program DVD | 633.00 | 1,991.75 | 3.15 |
| --- | --- | --- | --- | --- |
| 41153 | TSFL
Direct Mail Piece | 16.00 | 2,480.00 | 155.00 |
| 41154 | Healthy
Highlights | 78.00 | 5,435.00 | 69.68 |
| 41172 | Inactive
Customer Mailing | 21,320.00 | 6,822.40 | 0.32 |
| 41501 | HE
Pre-Conditioning Handbook | 5,057.00 | 4,606.89 | 0.91 |
| 41502 | HE
Jump Start Handbook | 3,315.00 | 8,927.94 | 2.69 |
| 41504 | HE
Daily Nutrition Handbook | 3,466.00 | 3,782.28 | 1.09 |
| 41505 | HE
Special Success Handbook | 2,637.00 | 1,831.59 | 0.69 |
| 41506 | HE
Stabilization Handbook | 1,751.00 | 1,439.20 | 0.82 |
| 41507 | HE
Maintenance Handbook | 1,375.00 | 1,055.34 | 0.77 |
| 41544 | HE
Silver Pearl Pen | 2,475.00 | 2,136.25 | 0.86 |
| 41545 | HE
Notepads | 1,052.00 | 1,576.50 | 1.50 |
| 41551 | TSFL
RECIPE GUIDE | 918.00 | 2,377.85 | 2.59 |
| 41554 | HE
Patient Agreement/Addendum | 76.00 | 2,248.25 | 29.58 |
| 41599 | HE
Red Water Bottles | 402.00 | 1,481.25 | 3.68 |
| 41624 | TSFL
Action Pack | 50.00 | 3,871.00 | 77.42 |
| 42803 | HE
Leads Broch. Blank contact | 507.00 | 1,358.80 | 2.68 |
| 43442 | TSFL
Cataolg (25 ct) | 69.00 | 1,320.00 | 19.13 |
| 43444 | TSFL
Product Catalog (100 ct) | 81.00 | 3,154.00 | 38.94 |
| 50000 | Medifast
Shaker Jar - New | 6,586.00 | 9,152.74 | 1.39 |
| 50001 | TSFL
Shaker Jar - New | 1,127.00 | 2,214.87 | 1.97 |
| 50100 | Medifast
Ultimate Shaker | 989.00 | 3,849.05 | 3.89 |
| 51600 | RAINBOW
CASE 55'S | 10,968.00 | 102,007.78 | 9.30 |
| 51710 | DUTCH
CH55 | 189,725.00 | 2,080,514.68 | 10.97 |
| 51711 | TSFL
DUTCH CHOCOLATE 55 | 113,776.14 | 1,549,128.67 | 13.62 |
| 51713 | HE
CHOCOLATE | 19,183.43 | 112,690.94 | 5.87 |
| 51720 | Dutch
Choc.55- 24 bx/cs; 18 pk | 7,297.00 | 95,555.01 | 13.10 |
| 51750 | SPLIT
CASE 55'S | 56.00 | 15,460.74 | 276.08 |
| 51810 | FRENCH
VA55 | 85,662.29 | 947,836.65 | 11.06 |
| 51811 | TSFL
FRENCH VANILLA 55 | 45,761.15 | 624,981.74 | 13.66 |
| 51813 | HE
VANILLA | 8,164.00 | 48,065.59 | 5.89 |
| 51820 | French
Van.55- 24bx/cs; 18 pks | 2,256.00 | 29,839.10 | 13.23 |
| 51910 | STRAWBERRY
CREAM 55 | 42,036.86 | 471,642.12 | 11.22 |
| 51911 | TSFL
STRAWBERRY CREAM 55 | 22,094.86 | 303,309.37 | 13.73 |
| 51913 | HE
STRAWBERRY | 6,694.00 | 40,007.21 | 5.98 |
| 52010 | ORANGE
DELIGHT 55 | 27,388.14 | 319,981.57 | 11.68 |
| 52011 | TSFL
ORANGE DELIGHT 55 | 17,808.29 | 245,401.02 | 13.78 |
| 52013 | HE
ORANGE | 4,957.00 | 29,206.60 | 5.89 |
| 52050 | ORANGE
PINEAPPLE BREEZE 55 | 39,876.14 | 475,854.08 | 11.93 |
| 52060 | Banana
Creme 55 | 38,183.86 | 405,264.14 | 10.61 |
| 52061 | TSFL
BANANA BLITZ 55 | 23,997.00 | 329,886.26 | 13.75 |
| 52063 | HE
BANANA BLITZ | 7,015.29 | 41,417.03 | 5.90 |
| 52110 | DUTCH
CH70 | 71,322.86 | 756,376.77 | 10.60 |
| 52111 | TSFL
DUTCH CHOCOLATE 70 | 45,929.71 | 645,814.92 | 14.06 |
| 52150 | SPLIT
CASE 70'S | 9.00 | 2,829.20 | 314.36 |
| 52210 | FRENCH
VA70 | 31,720.86 | 346,773.99 | 10.93 |
| 52211 | TSFL
FRENCH VANILLA 70 | 20,270.57 | 285,837.04 | 14.10 |
| 52310 | STRAWBERRY
CREAM 70 | 16,444.71 | 187,047.67 | 11.37 |
| 52311 | TSFL
STRAWBERRY CREAM 70 | 9,185.57 | 130,974.75 | 14.26 |
| 52410 | ORANGE
DELIGHT 70 | 13,904.86 | 152,915.94 | 11.00 |
| 52411 | TSFL
ORANGE DELIGHT 70 | 10,945.29 | 146,426.63 | 13.38 |
| 52460 | Banana
Shake 70 | 14,829.14 | 169,009.31 | 11.40 |
| 52461 | TSFL
BANANA BLITZ 70 | 12,407.14 | 176,073.26 | 14.19 |
| 54100 | CHICKEN
FASTSOUP | 8,255.50 | 55,929.66 | 6.77 |
| 54200 | TOMATO
FASTSOUP | 6,107.50 | 42,349.40 | 6.93 |
| 54300 | CREAMY
CHICKEN SOUP | 23,290.71 | 292,428.62 | 12.56 |
| 54303 | HE
CREAMY CHICKEN SOUP | 3,384.00 | 19,981.36 | 5.90 |
| 57000 | CREAMY
BROCCOLI SOUP | 23,903.14 | 298,363.57 | 12.48 |
| 57003 | HE
CREAMY BROCCOLI SOUP | 2,610.00 | 15,246.20 | 5.84 |
| 57100 | SAVORY
BEEF FASTSOUP | 5,233.07 | 35,821.34 | 6.85 |
| 57230 | MULTI-GRAIN
CRACKERS | 63,295.29 | 198,146.70 | 3.13 |
| 57240 | Garden
Vegetable Crackers | 48,806.43 | 156,936.06 | 3.22 |
| 57300 | HOT
COCOA | 19,995.43 | 210,876.43 | 10.55 |
| 57303 | HE
HOT COCOA | 9,748.00 | 55,867.52 | 5.73 |
| 57310 | Hot
Cocoa w/Marshmallows | 9,248.14 | 90,901.58 | 9.83 |
| 57350 | Cappuccino | 22,436.71 | 237,509.92 | 10.59 |
| 57353 | HE
CAPPUCCINO | 6,105.14 | 36,625.91 | 6.00 |
| 57360 | Medifast
Chai Latte | 14,484.86 | 149,850.78 | 10.35 |
| 57363 | HE
CHAI LATTE | 2,120.29 | 12,080.38 | 5.70 |

21

| 57400 | Chocolate
pudding | 35,277.43 | 414,083.09 | 11.74 |
| --- | --- | --- | --- | --- |
| 57403 | HE
CHOCOLATE PUDDING | 9,434.14 | 57,901.31 | 6.14 |
| 58000 | Apple
Cinnamon Oatmeal | 71,917.57 | 891,243.08 | 12.39 |
| 58003 | HE
APPLE CINNAMON OATMEAL | 6,960.43 | 42,982.51 | 6.18 |
| 58010 | Blueberry
Oatmeal | 33,769.29 | 412,663.67 | 12.22 |
| 58013 | HE
FRENCH VAN BERRY OATMEAL | 2,276.00 | 13,708.77 | 6.02 |
| 58020 | Maple
& Brown Sugar Oatmeal | 72,076.14 | 917,770.27 | 12.73 |
| 58023 | HE
MAPLE & BROWN SUGAR OATMEAL | 7,754.00 | 47,870.72 | 6.17 |
| 60110 | TSFL
DVD (1 EA) | 721.00 | 1,754.75 | 2.43 |
| 60111 | TSFL
DVD (25 pk) | 71.00 | 5,281.25 | 74.38 |
| 60112 | TSFL
DVD (50pk) | 28.00 | 3,662.50 | 130.80 |
| 60113 | TSFL
DVD (100pk) | 41.00 | 9,400.00 | 229.27 |
| 60300 | SWISS
MOCHA 55 | 42,104.14 | 489,478.02 | 11.63 |
| 60301 | TSFL
SWISS MOCHA 55 | 22,799.71 | 306,297.24 | 13.43 |
| 60303 | HE
SWISS MOCHA 55 | 3,317.00 | 18,912.90 | 5.70 |
| 60400 | SWISS
MOCHA 70 | 15,195.57 | 171,825.25 | 11.31 |
| 60401 | TSFL
SWISS MOCHA 70 | 9,904.43 | 136,015.16 | 13.73 |
| 60450 | RAINBOW
CASE 70'S | 2,296.00 | 41,788.19 | 18.20 |
| 60600 | CREAMY
TOMATO SOUP | 17,012.86 | 217,861.25 | 12.81 |
| 60603 | HE
CREAMY TOMATO SOUP | 2,187.00 | 13,209.47 | 6.04 |
| 60650 | Creamy
Soups-Rainbow Case | 757.00 | 7,656.53 | 10.11 |
| 60700 | MINESTRONE
SOUP | 22,261.71 | 288,918.61 | 12.98 |
| 60703 | HE
MINESTRONE SOUP | 1,201.00 | 7,153.60 | 5.96 |
| 63753 | HiEnergy
Split-Choc&Van Shakes | 1,569.00 | 15,672.00 | 9.99 |
| 64800 | CHOCOLATE
BAR | 36,218.29 | 472,343.33 | 13.04 |
| 64803 | HE
CHOCOLATE DIVINE BAR | 3,765.00 | 23,350.05 | 6.20 |
| 64900 | CHOCOLATE
MINT MADNESS BAR | 34,032.57 | 455,268.45 | 13.38 |
| 64903 | HE
CHOCOLATE MINT MADNESS BAR | 3,559.29 | 21,881.12 | 6.15 |
| 65000 | PEANUT
BUTTER BARS | 52,150.29 | 669,766.26 | 12.84 |
| 65003 | HE
PEANUT BUTTER BARS | 5,307.14 | 32,931.94 | 6.21 |
| 65050 | Oatmeal
& PB Bar Split Case | 23.00 | 1,756.21 | 76.36 |
| 65200 | Lemon
Fantasy Bars | 37,604.43 | 473,641.36 | 12.60 |
| 65400 | OATMEAL
RAISIN BARS | 66,406.86 | 833,104.72 | 12.55 |
| 65403 | HE
OATMEAL RAISIN BARS | 8,212.00 | 51,028.55 | 6.21 |
| 65440 | Caramel
Nut Bars | 56,150.86 | 731,629.49 | 13.03 |
| 65443 | HE
CARAMEL NUT BARS | 8,724.14 | 54,768.58 | 6.28 |
| 65444 | Ray
Lewis Caramel Nut Bars | 428.00 | 3,289.85 | 7.69 |
| 65450 | S'More's
Granola Bar | 37,720.00 | 486,959.90 | 12.91 |
| 65453 | HE
S'MORE'S GRANOLA BAR | 9,203.00 | 57,625.72 | 6.26 |
| 65460 | RAINBOW
BARS | 298.00 | 11,145.02 | 37.40 |
| 65500 | Fruit
& Nut Bar | 43,783.29 | 574,459.72 | 13.12 |
| 65503 | HE
FRUIT & NUT BAR | 7,309.00 | 45,830.61 | 6.27 |
| 65504 | Ray
Lewis Fruit & Nut Bar | 397.00 | 2,841.35 | 7.16 |
| 66500 | PEACH
PRO TEA | 4,916.00 | 53,418.67 | 10.87 |
| 66550 | RASPBERRY
PRO TEA | 6,643.71 | 70,069.28 | 10.55 |
| 66560 | Tropical
Punch Drink | 7,646.43 | 89,762.11 | 11.74 |
| 66563 | HE
TROPICAL PUNCH DRINK | 2,667.00 | 16,447.30 | 6.17 |
| 66570 | Cranberry
Mango Juice | 8,122.71 | 97,637.92 | 12.02 |
| 66573 | HE
CRANBERRY MANGO JUICE | 2,819.00 | 17,231.45 | 6.11 |
| 66600 | MED/TS
OUTRAGEOUS CHOCOLATE | 5,175.71 | 45,343.08 | 8.76 |
| 66603 | (D)HE
COMP NUTRITION CHOCOLATE | 186.00 | 1,323.14 | 7.11 |
| 66604 | (D)
Ray Lewis TS Nut. Choc | 374.00 | 3,455.88 | 9.24 |
| 66700 | &nbspMED/TS
LUSCIOUS VANILLA | 4,971.57 | 40,105.94 | 8.07 |
| 66704 | (D)
Ray Lewis TSe Nut. Van. | 243.00 | 2,762.61 | 11.37 |
| 66800 | MED/TS
STRAWBERRY PASSION | 797.57 | 9,590.93 | 12.03 |
| 68700 | Ready-To-Drink
Dutch Chocolate | 463,000.00 | 972,300.00 | 2.10 |
| 68800 | Ready-To-Drink
French Vanilla | 210,005.50 | 441,011.55 | 2.10 |
| 68900 | RTD
FIT CHOCOLATE DRINK | 15,094.50 | 31,229.18 | 2.07 |
| 69600 | Chicken
Noodle Soup | 57,986.29 | 718,503.11 | 12.39 |
| 69603 | HE
CHICKEN NOODLE SOUP | 3,860.00 | 23,725.11 | 6.15 |
| 69610 | FIT!
Chicken Noodle Soup | 124.43 | 1,205.33 | 9.69 |
| 69650 | Chicken
& Wild Rice Soup | 36,100.43 | 485,786.77 | 13.46 |
| 69653 | HE
CHICKEN & WILD RICE SOUP | 4,144.00 | 32,799.18 | 7.91 |
| 69700 | Homestyle
Chili | 40,956.43 | 553,533.12 | 13.52 |
| 69703 | HE
HOMESTYLE CHILI | 2,163.00 | 13,130.48 | 6.07 |
| 69750 | SOUPS/
CHILI VARIETY EXTRAS | 45.00 | 3,326.34 | 73.92 |
| 69790 | Diabetic
Shakes-Variety Case | 1,104.00 | 7,350.01 | 6.66 |
| 69800 | CHOCOLATE
PLUS FOR DIABETICS | 43,224.43 | 542,296.06 | 12.55 |
| 69803 | HE
DIABETIC CHOCOLATE | 3,022.00 | 16,874.38 | 5.58 |

22

| 69900 | DIABETIC
VANILLA | 19,090.43 | 239,019.22 | 12.52 |
| --- | --- | --- | --- | --- |
| 69903 | HE
DIABETIC VANILLA | 1,601.00 | 9,130.58 | 5.70 |
| 70000 | STRAWBERRY
PLUS FOR DIABETICS | 11,678.43 | 148,316.93 | 12.70 |
| 70003 | HE
DIABETIC STRAWBERRY | 1,104.00 | 6,237.60 | 5.65 |
| 70100 | TS
WOMEN'S CHOCOLATE SPORT DRI | 214.29 | 4,544.42 | 21.21 |
| 70104 | (D)
Ray Lewis Women's Choc | 136.14 | 2,354.75 | 17.30 |
| 70200 | (R)TS
WOMEN'S STRAWBERRY SPORT | 175.43 | 3,652.35 | 20.82 |
| 70204 | (D)
Ray Lewis Women's Van | 115.14 | 1,856.25 | 16.12 |
| 70304 | (D)
Ray Lewis Men's Pro Choc | 269.00 | 5,466.47 | 20.32 |
| 70400 | (R)TS
BIO-ENGINEERED VANILLA | 87.14 | 1,340.80 | 15.39 |
| 70404 | (D)
Ray Lewis Men's Pro Van | 187.00 | 3,426.40 | 18.32 |
| 70500 | DIABETIC
CHOC. CRUNCH BAR | 6,499.00 | 92,526.46 | 14.24 |
| 70503 | HE
DIABETIC CHOC. CRUNCH BAR | 1,306.00 | 9,123.53 | 6.99 |
| 70600 | DIABETIC
PEANUT BUTTER CRUNCH | 9,185.14 | 130,184.58 | 14.17 |
| 70603 | HE
DIAB PEANUT BUTTER CRUNCH | 1,306.00 | 9,225.44 | 7.06 |
| 70610 | [D]
FIT! Chocolate Shake | 1,297.86 | 13,270.43 | 10.22 |
| 70620 | [D]
FIT! Vanilla Shake | 2,953.71 | 29,865.68 | 10.11 |
| 70630 | [D]
FIT! Creamsicle Shake | 2,678.00 | 25,803.97 | 9.64 |
| 70640 | [D]
Fit! Oatmeal Rsn Bars- 7pk | 255.86 | 2,842.31 | 11.11 |
| 70670 | [D]
FIT Van Berry Oatmeal | 157.43 | 1,737.65 | 11.04 |
| 70680 | [D]
Fit! Hot Cocoa w/Marsh | 289.43 | 2,515.53 | 8.69 |
| 70690 | [D]
Fit! Chocolate Pudding | 1,595.00 | 15,352.36 | 9.63 |
| 70700 | Chocolate
Plus for Joint Healt | 8,600.86 | 131,723.90 | 15.32 |
| 70703 | HE
JOINT HEALTH CHOCOLATE | 1,300.00 | 9,416.12 | 7.24 |
| 70720 | [D]
Fit! Choc Mint Bar- 7pk | 166.00 | 1,699.95 | 10.24 |
| 70730 | [D]
Fit! Chocolate Bar 7pk | 175.29 | 1,578.56 | 9.01 |
| 70740 | [D]
Fit! P Butter Bar- 7pk | 142.29 | 1,408.51 | 9.90 |
| 70800 | Vanilla
Plus for Joint Health | 4,747.14 | 73,462.27 | 15.48 |
| 70803 | HE
JOINT HEALTH VANILLA | 750.00 | 5,420.39 | 7.23 |
| 70900 | Chocolate
Appetite Suppression | 53,212.86 | 748,899.13 | 14.07 |
| 70903 | HE
CHOC APPETITE SUPPRESSION | 1,838.43 | 12,809.35 | 6.97 |
| 71000 | Vanilla
Appetite Suppression | 27,142.43 | 327,477.73 | 12.07 |
| 71003 | HE
VANILLA APPETITE SUPPRESSIO | 1,025.14 | 7,136.28 | 6.96 |
| 71100 | Plus
for Women's Health Chocol | 3,768.29 | 62,591.20 | 16.61 |
| 71103 | HE
WOMEN'S HEALTH CHOCOLATE | 774.00 | 5,714.96 | 7.38 |
| 71200 | Plus
for Women's Health Vanill | 2,139.29 | 34,345.82 | 16.05 |
| 71203 | HE
WOMEN'S HEALTH VANILLA | 198.00 | 1,483.43 | 7.49 |
| 72200 | Plus/Coronary
Health Chocolate | 4,433.43 | 57,977.34 | 13.08 |
| 72203 | HE
CORONARY HEALTH CHOCOLATE | 558.00 | 3,568.41 | 6.40 |
| 72300 | Plus/Coronary
Health Strawberr | 1,366.14 | 16,118.49 | 11.80 |
| 72320 | (D)
Med. Creamy Italian Dress | 2,371.00 | 17,620.93 | 7.43 |
| 72330 | (D)
Medifast Caesar Dressing | 2,256.21 | 16,892.22 | 7.49 |
| 72340 | (D)
MEDIFAST RANCH DRESSING | 3,328.14 | 24,869.34 | 7.47 |
| 72350 | Honey
Dijon Dressing | 2,209.43 | 15,834.27 | 7.17 |
| 72640 | [D]
HSN Maain 28 Day Supply | 5,499.00 | 382,950.36 | 69.64 |
| 72800 | (D)
CHICKEN BREAST | 7,609.29 | 45,100.71 | 5.93 |
| 72810 | BEEF
PATTY | 7,686.00 | 38,008.02 | 4.95 |
| 72820 | CHICKEN
SALAD | 41,940.00 | 76,673.94 | 1.83 |
| 72830 | TUNA
SALAD | 31,547.00 | 57,711.52 | 1.83 |
| 72850 | Banana
Pudding | 22,645.00 | 262,768.38 | 11.60 |
| 72853 | HE
BANANA PUDDING | 5,782.00 | 35,634.67 | 6.16 |
| 72900 | Mnt
28-Day Kit -017642189031 | 48.00 | 3,672.00 | 76.50 |
| 73000 | 28
Day Diabetic Variety Kit | 1,232.00 | 377,487.60 | 306.40 |
| 73010 | 28
Day Diabetic Choc.Lover Kit | 406.00 | 123,258.72 | 303.59 |
| 73020 | 28
Day Diabetic Vanilla Kit | 125.00 | 39,365.84 | 314.93 |
| 73030 | 2
wk. Diabetic Variety Kit | 557.00 | 87,659.80 | 157.38 |
| 73040 | 2
wk. Diabetic Choc.Lover Kit | 164.00 | 26,372.35 | 160.81 |
| 73050 | 2
wk. Diabetic Vanilla Kit | 37.00 | 5,895.95 | 159.35 |
| 73100 | 55's
28 Day Variety Kit | 10,034.00 | 2,989,526.28 | 297.94 |
| 73110 | 55's
28 Day Choc.Lover Kit | 3,584.00 | 1,065,861.74 | 297.39 |
| 73120 | 55's
28 Day Vanilla Kit | 910.00 | 271,624.76 | 298.49 |
| 73130 | 55's
2 Wk. Choc. Lover Kit | 1,025.00 | 158,410.80 | 154.55 |
| 73140 | 55's
2wk Variety Kit | 3,107.00 | 481,134.15 | 154.85 |
| 73150 | 55's
2 wk. Vanilla Kit | 221.00 | 34,084.30 | 154.23 |
| 73200 | 70's
28 Day Variety Kit | 3,180.00 | 977,628.62 | 307.43 |
| 73210 | 70's
28 Day Choc. Lover Kit | 980.00 | 301,561.62 | 307.72 |
| 73220 | 70's
28 Day Vanilla Kit | 303.00 | 93,692.20 | 309.22 |
| 73230 | 70's
2 Wk. Variety Kit | 810.00 | 126,801.85 | 156.55 |
| 73240 | 70's
2 wk. Choc. Lover Kit | 211.00 | 33,321.45 | 157.92 |

23

| 73250 | 70's
2 wk. Vanilla Kit | 58.00 | 9,242.30 | 159.35 |
| --- | --- | --- | --- | --- |
| 73300 | 11-day
trial package | 11,191.00 | 1,089,081.50 | 97.32 |
| 74000 | 55
- Variety 4 Week Package | 648.00 | 174,075.00 | 268.63 |
| 74001 | 55
- Variety 4 Week Pack TSFL | 454.00 | 124,300.00 | 273.79 |
| 74005 | 55
Promo Package | 103.00 | 28,325.00 | 275.00 |
| 74100 | 70
- Variety 4 Week Package | 116.00 | 31,350.00 | 270.26 |
| 74101 | 70
- Variety 4 Week Pack TSFL | 164.00 | 45,100.00 | 275.00 |
| 74105 | 70
Promo Package | 14.00 | 3,850.00 | 275.00 |
| 74200 | Diabetic
Variety 4 Week Pack | 75.00 | 21,094.00 | 281.25 |
| 74201 | Diab.
Variety 4 Week Pack TSFL | 73.00 | 20,805.00 | 285.00 |
| 74205 | Diabetic
Promo Package | 10.00 | 2,850.00 | 285.00 |
| 74300 | 55
- Variety 2 Week Package | 230.00 | 32,285.50 | 140.37 |
| 74400 | 70
- Variety 2 Week Package | 48.00 | 6,816.00 | 142.00 |
| 74500 | Diabetic
Variety 2 Week Pack | 20.00 | 2,920.00 | 146.00 |
| 74600 | 55
& 70 - 1 Week Free Pack | 922.00 | 17,400.00 | 18.87 |
| 74800 | New
Brennan Kit | 142.00 | 39,050.00 | 275.00 |
| 75200 | Men's
Pro Drink Challenge Pack | 72.00 | 6,008.45 | 83.45 |
| 75210 | Women's
Pro Drink Challenge PK | 26.00 | 1,900.20 | 73.08 |
| 75220 | Nutrition/Energy
Challenge Pak | 33.00 | 3,816.22 | 115.64 |
| 378800 | Diabetic
Guide | 1,244.00 | 1,352.42 | 1.09 |
| 384700 | Direct
Success IASJ Book | 1,791.00 | 34,184.46 | 19.09 |
| 400302 | Meno
CALL 1-800-479-5232 | 219.00 | 2,789.26 | 12.74 |
| 401102 | TS
DIGITAL EAR THERMOMETER | 193.00 | 2,910.15 | 15.08 |
| 401202 | TS
BODY FAT ANALYZER | 524.71 | 6,333.19 | 12.07 |
| 401302 | TS
BLOOD PRESSURE MONITER | 489.29 | 9,919.40 | 20.27 |
| 401402 | TS
DIGITAL SCALE | 940.00 | 24,756.03 | 26.34 |
| 410220 | MEDIFAST
RECIPE GUIDE | 2,300.71 | 5,616.13 | 2.44 |
| 415083 | HE
Food Journal Tearsheet | 355.00 | 3,584.34 | 10.10 |
| 416210 | MY
DAILY JOURNAL | 1,950.00 | 4,762.17 | 2.44 |
| 501330 | DIABETIC
SAMPLE KIT | 748.00 | 14,123.24 | 18.88 |
| 501340 | (D)MEDIFAST
FASTSHAKER JAR LID | 10,995.00 | 17,587.44 | 1.60 |
| 501390 | MEDIFAST
TOTE BAGS-25 | 320.00 | 1,817.33 | 5.68 |
| 501430 | LIFESTYLES
PATIENT GUIDE | 706.00 | 10,970.98 | 15.54 |
| 501440 | Physician
QUICK-START BOOKS | 2,527.00 | 4,069.97 | 1.61 |
| 501470 | MEDIFAST
SAMPLE PACK | 3,283.00 | 76,627.42 | 23.34 |
| 501480 | Transition
Guide | 1,117.00 | 1,856.76 | 1.66 |
| 800282 | Always
CALL 1-800-479-5232 | 125.00 | 2,290.66 | 18.33 |
| 41151A | TSFL
BeSlim Car Magnet | 141.00 | 2,579.00 | 18.29 |
| 5160R | [D]
RAINBOW CASE 55'S | 9.00 | 2,516.84 | 279.65 |
| 6045R | [D]
RAINBOW CASE 70'S | 8.00 | 2,190.31 | 273.79 |
| 6065R | [D]
Creamy Soups-Rainbow Case | 30.00 | 2,154.38 | 71.81 |
| 6545R | [D]
RAINBOW BARS | 144.00 | 10,236.17 | 71.08 |
| DSBC1 | Business
Cards-250 Double Side | 73.00 | 4,487.85 | 61.48 |
| EBMONTH | Exec.
Back Office Monthly Fee | 227.00 | 3,393.65 | 14.95 |
| EBYEAR | Back
Office Annual | 37.00 | 5,328.00 | 144.00 |
| EBYRENEW | Exec.
Back Office Annual Renew | 8.00 | 1,152.00 | 144.00 |
| EFA | Essential
Fatty Acids-120ct | 26.50 | 2,077.75 | 78.41 |
| FAST | MEDIFAST
FASTSHAKES | 993.00 | 1,475.62 | 1.49 |
| HIFAST2 | HI
ENERGY SHAKER JARS- 12ct | 480.33 | 7,267.95 | 15.13 |
| REL01 | Hi-Energy
Complete 60ct | 420.83 | 54,995.92 | 130.68 |
| REN001 | Health
Advisor Renewals | 271.00 | 10,826.41 | 39.95 |
| REPROCES | Bank
Draft Reprocessing Fee | 203.00 | 5,075.00 | 25.00 |
| SP | MEDIFAST
SAMPLE PACK | 167.00 | 4,039.34 | 24.19 |
| SPBAR | BAR
SAMPLE PACK | 590.00 | 9,656.43 | 16.37 |
| SSBC1A | Singel
Side Bus. Cards Style A | 135.00 | 4,889.85 | 36.22 |
| SSBC1B | Single
Side Bus. Cards Style B | 69.00 | 2,636.70 | 38.21 |
| SSBC1C | Business
Cards 250 SS, Style C | 29.00 | 1,078.65 | 37.19 |
| TSFLQSH | TSFL
Quick Start Handbook | 282.00 | 19,101.00 | 67.73 |
| TSFLTSB | TSFL
Booth (95 LBS) | 766.00 | 173,040.00 | 225.90 |
| TSFLTSB2 | TSFL
Booth 2 (40 LBS) | 52.00 | 7,243.00 | 139.29 |
| TSRP | TS
Tasting Refill Pack | 24.00 | 4,750.00 | 197.92 |
| | TSFL
Spouse Certif. Course | 28.00 | 1,428.70 | 51.03 |
| | TSFL
ADVERTISEMENT PACK | 1,976.00 | 1,898.03 | 0.96 |
| | TSFL
Certification Exam | 26.00 | 2,518.95 | 96.88 |
| | TSFL
Career Opp. Presentation | 5,315.00 | 6,342.83 | 1.19 |
| | TSFL
Daily Journal | 229.00 | 31,136.00 | 135.97 |
| | Gross
Sales | 3,452,070.27 | 42,140,749.26 | |

24

Sales
by Item
For
the year ended 12/31/05
Jan
- Dec 05
Qty Avg
Price
Sales
CCS-CRANBERRY
50850
50850-031705FG 3.00 6.39
50850-070608FG 1.00 6.39
50850-071011FG 75.00 5.09
50850-081706FG 1,271.00 4.75
50850-091003FG 4,664.00 4.76
50850-091810FG 3,337.00 4.74
50850-092705FG 4,694.00 4.73
CCS-CVS-PRIV
LABEL 50 ct
05646-044236FG 30,768.00 1.80
05646-051581FG 31,896.00 1.80
05646-052134FG 1,248.00 1.80
05646-053424FG 20,688.00 1.80
5092u 0.00 0.00
CCS-CVS
Private Label 100 ct
08162-052134FG
08162-054270FG 3,504.00 3.19
08162-052134FG
- Other 31,632.00 3.19
CCS-LUBRICANT
24822
24822-39441 10,518.00 1.88
24822-43003 4,837.00 1.88
8003 0.00 0.00
24823
24823-39441 9,983.00 2.93
24823-43003 5,007.00 2.93
8004 0.00 0.00
80002
80002-21022FG 2.00 14.95
80002-31007FG 826.00 10.04
80002-31007T
FG 9,144.00 7.30
80002-312302T
FG 96.00 7.47
80005
80005-39411 21,720.00 0.27
80005
- Other 12,060.00 0.26
80025
80025-40406-10 727.00 3.52
80025
- Other 4.00 5.95
CCS-PRO
ENERGY
80026-4476
80026-5144 7,440.00 10.95
80026-4476
- Other 3,645.00 11.00
CCS-PRO
THERMO
80028-4553
80028-5143 10,488.00 10.95
80028-4553
- Other 3,429.00 11.04
CCS-RELIEF
50512
50512-038164FG 57,157.00 3.12
50512-051666FG 49,683.00 3.14
CCS-SOY
40028-021869u
40028-021869 3.00 16.95
40028-024185u
40028-024185 182.00 11.12
40028-024185T 108.00 11.34
CCS-Reblistered
for Retail
40028-024185RT 341.00 10.65
CCS-Time
Released Soy
40030
4002u 2.00 16.95
40030
- Other 295.00 9.95
40030-5342FG 1,537.00 11.63
40030-5342T
FG 17,628.00 9.95
40030-53528201FG 87.00 10.57
40030-53528201T
FG 1,752.00 9.95

25

| CCS-UTI
TEST STICK — 50620-061812FG | 1.00 | 0.00 |
| --- | --- | --- |
| 50620-081236FG | 457.00 | 5.96 |
| 50620-081236T
FG | 6,842.00 | 5.85 |
| 50620-082042FG | 3,269.00 | 5.95 |
| 50620-082042T
FG | 31,608.00 | 5.93 |
| 50620-100830FG | 6,540.00 | 5.90 |
| 50620-100830T
FG | 28,368.00 | 5.88 |
| 50620-101062FG | 2,437.00 | 5.73 |
| 50620-101062T
FG | 32,016.00 | 5.89 |
| 5100-080218 | 145.00 | 5.81 |

26

| Jason
Pharmaceuticals, Inc. |
| --- |
| Statement
of Income |
| December
31, 2006 |

Revenue
Canadian
Sales 23.97
Hi
Energy Licensee 20,565.95
Jason
Pharm Sales 77,102,471.53
Gross
Revenues (Comm. 50%) 0.00
Sunrise
Sales 254,958.02
HI
Energy Discounts -17,854.65
Medifast
Discounts -3,212,069.30
TSFL
Discounts -423,627.33
Medifast
returns and allowances -2,665,319.59
TSFL
Returns and allowances 47,032.75
Net
Revenue 71,106,181.35
Cost
of Goods Sold 12,909,992.33
Direct
Costs 4,829,481.64
Cost
of Sales 17,739,473.97
Gross
Profit 53,366,707.38
Operating 2,563,877.31
Personnel 2,517,684.29
Sales 32,451,493.20
Communications 1,220,911.55
Vehicle 993.33
Office 3,642,775.22
Other 3,992,806.37
Total
SG and A 46,390,541.27
Income/(Loss)
from Operations 6,976,166.11
Other
Income and Expenses
Gain/Loss
on sale 0.00
Interest
income -80,125.86
Other
income/expense -30,540.00
Total
Other Income and Expenses -110,665.86
Provision
for income taxes:
Income
Tax Expense
Provision
for income taxes: 2,246,627.00
Interest
Expense 204,015.00
2,450,642.00
Net
Income/(Loss) 4,636,189.97

27

| Jason
Properties, Inc. (Medifast Weight Control
Centers) |
| --- |
| Statement
of Income |
| December
31, 2006 |

Income
5050
· Product Sales 2,022,076.69
5075
· Program Fees 1,551,886.17
Royalty
Income 108,378.18
Product
Returns & Allowances -236,511.60
Program
Returns & Allowances -356,963.91
Total
Income 3,088,865.53
0.00
Expense 0.00
6200
· Cost of Goods Sold 361,896.11
TOTAL
CGS 361,896.11
Direct
Costs 136,313.26
Operating
Costs 24,307.89
Selling,
General, and Administrative 2,920,366.70
Total
Expense 3,080,987.85
Net
Ordinary Income -354,018.43
Other
Income/Expense
Other
Expense
Interest
Income 0.00
Interest
Expense 0.00
Misc
other Income -2,509.58
Total
Other Income (Expense) -2,509.58
Net
Income -356,528.01

28

| Jason
Pharmaceuticals, Inc. |
| --- |
| Statement
of Income |
| December
31, 2005 |

Revenue
Canadian
Sales 569.72
Hi
Energy Licensee 430.07
Jason
Pharm Sales 42,336,021.33
Gross
Revenues (Comm. 50%) 0.00
Sunrise
Sales 300,216.78
HI
Energy Discounts -41.02
Medifast
Discounts -1,969,493.42
TSFL
Discounts -484,292.32
Medifast
and TSFL returns and allowances -1,245,366.39
Net
Revenue 38,938,044.75
Cost
of Goods Sold 6,930,774.01
Direct
Costs 2,814,370.93
Cost
of Sales 9,745,144.94
Gross
Profit 29,192,899.81
Operating 1,245,785.91
Personnel 2,296,491.95
Sales 14,852,752.39
Communications 231,325.04
Vehicle 3,878.45
Office 2,604,624.84
Other
JP 1,279,426.38
Other 1,861,656.32
Total
SG and A 24,375,941.28
Income/(Loss)
from Operations 4,816,958.53
Other
Income and Expenses
Gain/Loss
on sale 0.00
Interest
income 12,790.94
Other
income/expense 0.00
Total
Other Income and Expenses 12,790.94
Provision
for income taxes:
Income
Tax Expense -35,000.00
Provision
for income taxes: 1,169,070.71
Interest
Expense 196,764.90
1,330,835.61
Net
Income/(Loss) 3,498,913.86

29

| Jason
Properties, Inc. (Medifast Weight Control
Centers) |
| --- |
| Statement
of Income |
| December
31, 2005 |

Income
5050
· Product Sales 849,838.26
5075
· Program Fees 772,362.35
5300
· Licensee Fees 7,838.92
Royalty
Income 112,797.18
5250
· Taining Fees 750.00
Consulting
Fees 0.00
Product
Returns & Allowances -142,417.15
Program
Returns & Allowances -248,109.86
Total
Income 1,353,059.70
0.00
Expense 0.00
6200
· Cost of Goods Sold 247,930.17
TOTAL
CGS 247,930.17
Direct
Costs 168,360.93
Operating
Costs 17,939.53
Selling,
General, and Administrative 1,302,959.36
Total
Expense 1,489,259.82
Net
Ordinary Income -384,130.29
Other
Income/Expense
Other
Expense
Interest
Income 496.13
Interest
Expense -2,008.12
Misc
other Income 25,000.00
Total
Other Income (Expense) 23,488.01
Net
Income -360,642.28

30