6 unchanged sentences
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States.
−Removed: Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions, providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements, providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization, and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
+Added: Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions, providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements, providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization, and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or
+Added: detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
1 unchanged sentence
Based on this evaluation, our management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.
−Removed: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, was audited by RSM US LLP, our independent registered public accounting firm, as stated in their report appearing in our 2019 financial statements in Item 8 of this report under the captions entitled “Report of Independent Registered Public Accounting Firm.”
+Added: Changes in Internal Control over Financial Reporting
+Added: We rely extensively on information systems and technology to manage our business and summarize operating results.
+Added: We have completed the implementation of a new global ERP system in the second quarter of 2020, which replaces our existing operating and financial systems.
+Added: The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality and provide timely information to the Company’s management team related to the operation of the business.
+Added: The transition resulted in changes to our internal control over financial reporting as it pertains largely to our application and user access control environments.
+Added: We believe these changes, which generally introduced additional automation, provide the Company with a stronger internal control environment.
+Added: There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of the Independent Registered Public Accounting Firm
−Removed: The report of our Independent Registered Public Accounting Firm on internal control over financial reporting is included in our 2019 financial statements in Item 8 of this report under the captions entitled “Report of Independent Registered Public Accounting Firm.”
−Removed: Changes in our Internal Control
−Removed: No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, was audited by RSM US LLP, our independent registered public accounting firm, as stated in their report appearing in our 2020 financial statements in Item 8 of this report under the captions entitled “Report of Independent Registered Public Accounting Firm.”
Limitations on the Effectiveness of Controls
24 unchanged sentences
The Consolidated Financial Statements of Medifast, Inc.
−Removed: and related notes, together with the Reports of RSM US LLP dated March 2, 2020, are included in Part II, Item 8.
+Added: and related notes, together with the Reports of RSM US LLP dated February 26, 2021, are included in Part II, Item 8.
Consolidated Financial Statement Schedules
10 unchanged sentences
001-31573) filed on December 4, 2019).
−Removed: Certificate of Designations of Series E Junior Participating Preferred Stock of Medifast, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-31573) filed on November 22, 2019).
Description of Securities (filed herewith).
−Removed: Medifast, Inc.
−Removed: and American Stock Transfer & Trust Company, LLC Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-31573) filed on November 22, 2019).
−Removed: First Amendment to Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-31573) filed on December 13, 2019).
Amended and Restated 2012 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
25 unchanged sentences
001-31573) filed on November 8, 2019).
+Added: Amendment to Medifast, Inc.
+Added: Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 001-31573) filed on November 3, 2020).
+Added: Separation Agreement dated March 31, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A (File No.
+Added: 001-31573) filed on April 3, 2020).
Subsidiaries of Medifast, Inc.
4 unchanged sentences
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (furnished herewith).
−Removed: The following financial statements from Medifast, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: The following financial statements from Medifast, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, filed February 26, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Stockholders’ Equity and (vi) Notes to the Consolidated Financial Statements (filed herewith).
7 unchanged sentences
(Principal Executive Officer)
−Removed: March 2, 2020
−Removed: /s/ TIMOTHY G.
+Added: February 26, 2021
Chief Financial Officer
(Principal Financial Officer)
−Removed: March 2, 2020
+Added: February 26, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
1 unchanged sentence
Lead Director
−Removed: March 2, 2020
−Removed: March 2, 2020
+Added: February 26, 2021
+Added: February 26, 2021
/s/ DANIEL R.
−Removed: Chief Executive Officer
−Removed: March 2, 2020
+Added: Chairman and Chief Executive Officer
+Added: February 26, 2021
/s/ CONSTANCE J.
−Removed: March 2, 2020
+Added: February 26, 2021
/s/ MICHAEL A.
−Removed: March 2, 2020
+Added: February 26, 2021
/s/ STEPHEN K.
Vice President Finance and Chief Accounting Officer
−Removed: March 2, 2020
−Removed: /s/ MICHAEL C.
−Removed: March 2, 2020
−Removed: /s/ TIMOTHY G.
+Added: February 26, 2021
Chief Financial Officer
−Removed: March 2, 2020
−Removed: March 2, 2020
+Added: February 26, 2021
/s/ SCOTT SCHLACKMAN
−Removed: March 2, 2020
+Added: February 26, 2021
Scott Schlackman
/s/ ANDREA B.
−Removed: March 2, 2020
−Removed: /s/ XIAN MING
−Removed: March 2, 2020
+Added: February 26, 2021
+Added: /s/ MING XIAN
+Added: February 26, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.