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Medifast Receives Notice Regarding NYSE Listing
Date:12/26/2007

OWINGS MILLS, Md., Dec. 26 /PRNewswire-FirstCall/ -- Medifast, Inc. (NYSE: MED) announced today that it has been notified by the New York Stock Exchange (the "NYSE") that it is not in compliance with the NYSE's continued listing standards. Medifast, Inc. is considered below criteria by the NYSE because over a consecutive 30-day trading period its total market capitalization was less than $75 million and the Company's most recently reported shareholders' equity was below $75 million. Under applicable NYSE procedures, the Company has 45 days from the receipt of the notice to submit a plan to the NYSE to demonstrate its ability to achieve compliance with the continued listing standards within 18 months. The Company plans to submit a plan that will demonstrate compliance with the listing standards within the required time frame.

About Medifast: (http://www.choosemedifast.com)

Medifast has been helping people lose weight and achieve better health for 25 years. Its meal replacement foods have been proven effective in multiple clinical studies, recommended by over 15,000 physicians and used by more than 1 million customers. Medifast offers its customers world-class customer service and nutrition support.

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" 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 Associates and Members, stability in the pricing of print, TV and Direct Mail marketing initiatives affecting the cost to acquire customers, increases in competition, litigation, regulatory changes, and its planned growth into new domestic and international markets and new channels of distribution. Although Medifast's 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 BALANCE SHEETS

(Unaudited) (Audited)

(Restated)

September 30, 2007 December 31, 2006

ASSETS

Current assets:

Cash and cash equivalents $2,102,000 $1,085,000

Accounts receivable-net of allowance

for doubtful accounts of $100,000 425,000 448,000

Inventory 8,471,000 8,255,000

Investment securities 1,477,000 1,540,000

Deferred compensation 830,000 673,000

Prepaid expenses and other current assets 3,208,000 2,599,000

Note receivable - current 174,000 174,000

Current portion of deferred tax asset 91,000 90,000

Total current assets 16,778,000 14,864,000

Property, plant and equipment - net 16,005,000 14,020,000

Trademarks and intangibles - net 5,749,000 5,874,000

Deferred tax asset, net of current portion 807,000 517,000

Note receivable, net of current assets 1,250,000 1,355,000

Other assets 84,000 47,000

TOTAL ASSETS $40,673,000 $36,677,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued expenses $2,805,000 $2,913,000

Income taxes payable 101,000 535,000

Line of credit - 1,256,000

Current maturities of long-term debt 1,460,000 548,000

Total current liabilities 4,366,000 5,252,000

Other liabilities and deferred credits

Long-term debt, net of current portion 4,615,000 3,509,000

Total liabilities 8,981,000 8,761,000

Stockholders' Equity:

Preferred stock, $.001 par value

(1,500,000 authorized, no shares

issued and outstanding) - -

Common stock; par value $.001 per

share; 20,000,000 shares authorized;

13,709,098 and 13,631,898 shares issued

and outstanding 14,000 14,000

Additional paid-in capital 26,930,000 26,629,000

Accumulated other comprehensive income 367,000 334,000

Retained earnings 9,216,000 5,981,000

36,527,000 32,958,000

Less: cost of 270,534 and 249,184

shares of common stock in treasury (1,971,000) (1,686,000)

Less: Unearned compensation (2,864,000) (3,356,000)

Total stockholders' equity 31,692,000 27,916,000

TOTAL LIABILITIES AND STOCKHOLDERS'

EQUITY $40,673,000 $36,677,000

MEDIFAST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2007 2006 2007 2006

(Restated) (Restated)

Revenue $21,846,000 $19,642,000 $63,975,000 $58,779,000

Cost of sales 5,523,000 4,705,000 15,944,000 14,334,000

Gross Profit 16,323,000 14,937,000 48,031,000 44,445,000

Selling, general, and

administration 14,766,000 13,166,000 43,116,000 37,362,000

Income from operations 1,557,000 1,771,000 4,915,000 7,083,000

Other income/(expense)

Interest expense, net (159,000) (42,000) (284,000) (134,000)

Other income 2,000 24,000 90,000 184,000

(157,000) (18,000) (194,000) 50,000

Income before provision

for income taxes 1,400,000 1,753,000 4,721,000 7,133,000

Provision for income

tax (expense) (446,000) (298,000) (1,486,000) (2,219,000)

Net income $954,000 $1,455,000 $3,235,000 $4,914,000

Basic earnings per share $0.07 $0.11 $0.25 $0.39

Diluted earnings per

share $0.07 $0.11 $0.24 $0.36

Weighted average shares

outstanding -

Basic 12,982,730 12,767,629 12,939,562 12,657,842

Diluted 13,683,809 13,603,208 13,640,641 13,493,421


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SOURCE Medifast, Inc.
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