Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

On August 1, 2019, Medifast, Inc. (the “Company”) issued a press release announcing its earnings for the second quarter ended June 30, 2019.

A copy of the Press Release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. This information is being furnished in this report and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BALTIMORE, Aug. 1, 2019 /PRNewswire/ -- Medifast, Inc. (NYSE: MED), a leading developer of clinically proven health and wellness programs, products and services, today reported strong results for the second quarter ended June 30, 2019.

Second Quarter 2019 Highlights
(Compared to Prior-Year Period)

Record revenue up 59.5% to $187.1 million
Net income up 51.3% to $21.4 million
55.3% growth in active earning OPTAVIA Coaches to 30,600
Earnings per diluted share ("EPS") of $1.75, an increase of 50.9%

"These record results are another demonstration of Medifast's continued commitment to delivering sustainable growth through our mission to offer the world lifelong transformation, one healthy habit at a time," said Dan Chard, Medifast Chief Executive Officer. "We have a dynamic brand in OPTAVIA, and a coach community that continues to grow in size, effectiveness and geographic reach. We have developed a repeatable business rhythm that is enabling us to achieve our business objectives on a consistent basis, with ten consecutive quarters of revenue growth. Our key metrics are trending strongly in the right direction, and we are well positioned to create shareholder value for the long-term."

Second Quarter 2019 Results

Second quarter revenue increased 59.5% to $187.1 million from revenue of $117.3 million for the second quarter of 2018. OPTAVIA-branded products represented 75% of consumable units sold for the second quarter compared to 64% for the same period a year ago.

The total number of active earning OPTAVIA Coaches increased to 30,600, compared to 19,700 for the second quarter of 2018. The average revenue per active earning OPTAVIA Coach increased 7.1% to $5,863 compared to $5,474 for the second quarter last year.

Gross profit increased to $140.7 million from $88.8 million for the second quarter of 2018. The Company's gross profit as a percentage of revenue decreased 50 basis points year-over-year to 75.2% from 75.7% as a result of higher product costs, obsolescence cost associated with a specific slow moving product and the cost of complying with new U.S. Food and Drug Administration nutritional labeling requirements.

Selling, general and administrative expenses ("SG&A") increased $41.7 million to $113.4 million compared to $71.7 million for the second quarter of 2018, primarily as a result of higher OPTAVIA commissions expense, increased consulting costs related to information technology projects, increased salaries and benefits, and increased credit card fees resulting from higher sales. SG&A as a percentage of revenue decreased 50 basis points to 60.6% of revenue, year-over-year.

Operating income increased $10.3 million to $27.4 million from $17.1 million in the prior-year period as a result of increased gross profit, partially offset by increased SG&A expenses. Operating income as a percentage of revenue was 14.6% for the quarter, unchanged from the year-ago period.

The effective tax rate for the quarter was 23.0%, compared to 19.8% for the second quarter of 2018. This increase was primarily a result of a 2.1% decrease relating to the discrete accounting for taxes associated with share-based compensation and a 1.2% decrease related to a benefit from the net operating loss due to state apportionment.

Second quarter net income was $21.4 million, or $1.75 per diluted share, based on approximately 12.2 million shares outstanding. Second quarter 2018 net income was $14.1 million, or $1.16 per diluted share, based on approximately 12.2 million shares outstanding.

Balance Sheet

The Company's balance sheet remains strong with stockholders' equity of $126.0 million and working capital of $95.9 million as of June 30, 2019. Cash, cash equivalents, and investment securities increased $12.5 million to $113.5 million as of June 30, 2019 compared to $101.0 million at December 31, 2018. The Company remains free of interest-bearing debt. Inventory increased $9.6 million to $48.5 million at June 30, 2019 compared to $38.9 million at December 31, 2018 as the Company increased inventory levels in preparation for the international launch in addition to the initial production of the new Habits of Health system and a continued effort to maintain inventory levels to meet current and future demand.

The Company declared a quarterly cash dividend of $8.9 million, or $0.75 per share that will be paid in the third quarter. The Company also repurchased approximately 71,000 shares during the second quarter of 2019. There are approximately 594,000 shares of common stock remaining under the Company's existing share repurchase program. Medifast's management team and board of directors remain committed to enhancing stockholder value.

Outlook

The Company expects third quarter revenue to be in the range of $190 million to $195 million and EPS to be in the range of $1.30 to $1.35. For the full year 2019, the Company now expects revenue of $730 million to $750 million and EPS of $6.75 to $6.95, compared to the Company's previous guidance for revenue of $720 million to $740 million and EPS of $6.70 to $6.90. The full-year 2019 earnings guidance assumes a 21.5% to 22.5% effective tax rate, exclusive of any potential discrete tax benefits from share-based compensation awards vesting in the fourth quarter. The Company's third quarter guidance reflects an increased cost for the OPTAVIA convention held in July and higher than normal IT spend primarily due to the current development stage of its new Enterprise Resource Planning system. The Company expects these expenses to normalize in the fourth quarter.

Conference Call Information

The conference call is scheduled for today, Thursday, August 1, 2019 at 4:30 p.m. ET. The call will be broadcast live over the Internet hosted at the Investor Relations section of Medifast's website at www.MedifastInc.com, and will be archived online through August 15, 2019. In addition, listeners may dial (855) 560-2579.

A telephonic playback will be available from 6:30 p.m. ET, August 1, 2019, through August 8, 2019. Participants can dial (877) 344-7529 to hear the playback and enter passcode 10133651.

About Medifast^®:

Medifast (NYSE: MED) is a leading manufacturer and distributor of clinically proven, healthy living products and programs. The brand has been recommended by more than 20,000 doctors since its founding. Its integrated coach model leverages nearly 40 years of experience from medical, franchise, e-commerce, and direct selling channels. Medifast and its community of independent OPTAVIA Coaches embrace the future of wellness with a shared vision to offer the world lifelong transformation, one healthy habit at a time®. OPTAVIA® is represented by a community of OPTAVIA Coaches who teach Clients healthy habits, while offering support and guidance on their transformation journey. In 2018, Medifast announced it will expand into the Asia-Pacific markets of Hong Kong and Singapore in 2019 with its integrated coach model. Medifast is traded on the New York Stock Exchange and was named to Forbes' 100 Most Trustworthy Companies in America List in 2016 and 2017. For more information, visit www.MedifastInc.com or www.OPTAVIA.com.

MED-F

Forward Looking Statements

Please Note: This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as "intend," "anticipate," "expects" or other similar words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Medifast believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Medifast's inability to attract and retain independent OPTAVIA Coaches and clients, increases in competition, litigation, regulatory changes, and its planned growth into new domestic and international markets and new channels of distribution. Although Medifast believes that the expectations, statements, and assumptions reflected in these forward- looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

MEDIFAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share amounts & dividend data)

	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018

Revenue	$	187,103	$	117,324	$	352,979	$	215,920
Cost of sales		46,393		28,525		87,122		52,313
Gross profit		140,710		88,799		265,857		163,607

Selling, general, and administrative		113,355		71,689		213,787		131,814

Income from operations		27,355		17,110		52,070		31,793

Other income (expense)
Interest income, net		425		330		737		579
Other income (expense)		(2)		179		(8)		178
		423		509		729		757

Income from operations before income taxes		27,778		17,619		52,799		32,550

Provision for income taxes		6,395		3,486		10,666		6,195

Net income	$	21,383	$	14,133	$	42,133	$	26,355

Earnings per share - basic	$	1.80	$	1.17	$	3.55	$	2.19

Earnings per share - diluted	$	1.75	$	1.16	$	3.45	$	2.17

Weighted average shares outstanding -
Basic		11,861		12,037		11,870		12,032
Diluted		12,218		12,174		12,229		12,129

Cash dividends declared per share	$	0.75	$	0.48	$	1.50	$	0.96

MEDIFAST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except par value)

		June 30,		December 31,
		2019		2018

ASSETS
Current Assets
Cash and cash equivalents	$	96,311	$	81,364
Accounts receivable-net of doubtful accounts of $931 and $394 at
June 30, 2019 and December 31, 2018, respectively		978		1,011
Inventory		48,473		38,888
Investment securities		17,211		19,670
Income taxes, prepaid		1,365		-
Prepaid expenses and other current assets		7,638		4,586
Total current assets		171,976		145,519

Property, plant and equipment - net		24,984		19,747
Right-of-use asset		12,296		-
Other assets		710		1,183
Deferred tax assets		2,605		2,980


TOTAL ASSETS	$	212,571	$	169,429

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	73,570	$	60,323
Current lease obligation		2,474		-
Total current liabilities		76,044		60,323

Lease obligation, less current lease obligation		10,504		-
Total liabilities		86,548		60,323

Stockholders' Equity
Common stock, par value $.001 per share: 20,000 shares authorized;
12,126 and 12,117 issued and 11,827 and 11,868 outstanding
at June 30, 2019 and December 31, 2018, respectively		12		12
Additional paid-in capital		11,070		8,802
Accumulated other comprehensive income (loss)		56		(173)
Retained earnings		155,762		131,344
Less: Treasury stock at cost, 264 and 193 shares at June 30, 2019 and December 31, 2018, respectively		(40,877)		(30,879)
Total stockholders' equity		126,023		109,106

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	212,571	$	169,429

CONTACT: Investor Contact: ICR, Inc., Katie Turner, (646) 277-1228

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MED	New York Stock Exchange

Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	¨

	MEDIFAST, INC.


	By:	/s/ Timothy Robinson
		Timothy Robinson Chief Financial Officer

Dated: August 1, 2019