-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1oIJ4mhHVK8WPkI/qr2pGzKIllR6JnHZ+WB5NFHSbUN1hpa6PicKhWz+SooQwE4 lNlK4QgoBRksFU0F66kn3Q== 0000931763-02-002511.txt : 20020724 0000931763-02-002511.hdr.sgml : 20020724 20020724102845 ACCESSION NUMBER: 0000931763-02-002511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020722 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDIETS COM INC CENTRAL INDEX KEY: 0001094058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 560952883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30559 FILM NUMBER: 02709385 BUSINESS ADDRESS: STREET 1: 3467 W HILLSBORO BLVD. CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 9543609022 MAIL ADDRESS: STREET 1: 3467 W. HILLSBORO BLVD. CITY: DEERFIELD BEACH STATE: FL ZIP: 33642 8-K 1 d8k.txt PRESS RELEASES - 07/23/2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2002 eDiets.com, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-30559 56-0952883 (Commission File Number) (IRS Employer Identification No.) 3801 W. Hillsboro Blvd. Deerfield Beach, Florida 33442 (Address of Principal Executive Offices) (Zip Code) (954) 360-9022 (Registrant's Telephone Number, Including Area Code) ITEM 5. OTHER EVENTS On July 22, 2002, eDiets.com, Inc. (the "Company") announced that it has signed a $9.1 million agreement with the MSN(R) network of Internet services. The agreement provides the Company with several types of advertising on MSN, including standard online space, "content modules" on several MSN websites and two co-branded mini-websites, one to be hosted by MSN WomenCentral and the other by MSNBC, the leading Internet news site. The press release announcing the agreement is attached hereto as Exhibit 99.1. On July 23, 2002, the Company reported financial results for the quarter ended June 30, 2002. A press release dated July 23, 2002 announcing these matters is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit Exhibit Title Number 99.1 Press Release dated July 22, 2002 99.2 Press Release dated July 23, 2002 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. eDiets.com, Inc. By: /s/ Robert T. Hamilton --------------------------------- Robert T. Hamilton Chief Financial Officer Date: July 24, 2002 EXHIBIT INDEX Exhibit Exhibit Title Number 99.1 Press Release dated July 22, 2002 99.2 Press Release dated July 23, 2002 EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 For Immediate Release eDiets.com, Inc. Waggener Edstrom for Microsoft Media/Marketing: Press Only: Merilee Kern, Marcomm Manager Amy Radich 702-562-0064 (503) 443-7000 merilee@eDiets.com amyr@wagged.com Investor Relations: Rapid Response Team: Alison Tanner, CFA, Chief Strategist (503) 443-7070 954-360-9022 x140 rrt@wagged.com alison@eDiets.com $9.1 Million Deal Expands eDiets Advertising, Content on MSN High-Profile Advertising Space, Integrated Content And Co-Branded Web Minisites Are Included in the Agreement REDMOND, Wash., and DEERFIELD BEACH, Fla. -- July 21, 2002 -- The MSN(R) network of Internet services today announced that it has signed a $9.1 million agreement with eDiets.com Inc. (OTCBB "EDET") ("eDiets"), the leader in personalized online diet programs and an emerging force in personalized online fitness and motivation programs. Under the agreement, eDiets will place its advertising and original content more broadly across MSN, the most popular online destination on the Web. The deal, which applies to the MSN network within the United States, renews and expands an earlier promotional agreement between the two online leaders. The agreement provides eDiets with several types of advertising on MSN, including standard online space and "content modules" on MSNBC (http://www.msnbc.com/), MSN WomenCentral (http://women.msn.com/), Slate(R) online magazine (http://slate.msn.com/) and other top MSN sites. eDiets also will promote its services through the WebCourier(R) HTML newsletter distribution service -- a highly targeted e-mail program delivered through the MSN Hotmail(R) service, the world's most popular Web-based e-mail service* -- to consumers who opt in to the service. In addition, the agreement allows eDiets to reach the 270 million worldwide visitors to MSN each month -- the most portal traffic on the Web -- with its personalized diet and fitness programs through two co-branded minisites. One minisite will be hosted by MSN WomenCentral, an online resource providing women with tools and expert advice, and the other by MSNBC, the leading Internet news site. This extended alliance with MSN and its affiliates is eDiets' largest-ever marketing agreement, and -- with the preferred sponsorships and integration of original content -- also one of the most extensive. "This deal demonstrates the value that a growing number of advertisers find in MSN," said Joanne Bradford, vice president of MSN. "As the number one destination on the Web, MSN offers advertisers a bigger audience and more ways to engage consumers than any other online location." "When we decided to further promote our personalized programs and get the eDiets brand name in front of a massive audience, MSN was the clear choice," said David Humble, founder, chairman and CEO of eDiets. "Nowhere else on the Web can you get such significant exposure and engage consumers in so many ways." The minisites, which debut in early August, offer as much as six pages of eDiets content -- more than can be found for similar subjects on other online networks. The content is based on eDiets' proprietary diet-, fitness- and nutrition-related tools, information and resources. Visitors also will be able to subscribe to eDiets' personalized programs. As with all of eDiets' online tools and programs, the content on the minisites will be developed by eDiets' in-house team of registered and licensed dietitians, certified fitness trainers and psychologists, providing members with professional advice, information and support in a convenient and private online alternative to traditional weight-loss programs. "This agreement," Humble said, "represents a significant commitment by eDiets to expand the reach of our company and to support the health and fitness efforts of the MSN network's audience. With the epidemic of obesity becoming more widely appreciated by leaders in the medical, government and business communities, we are pleased that MSN is looking to eDiets as its preferred online diet and fitness resource." About eDiets.com Inc. eDiets.com Inc. (OTCBB "EDET"), the online diet services category leader through its brands eDiets (http://www.eDiets.com/) and DietSmart (http://www.DietSmart.com/), has been providing customized diet, fitness and motivational programs, products and services on a subscription basis since 1996. eDiets and DietSmart members benefit from an array of comprehensive online support services that are available 24x7x365, including professionally moderated online meetings, support groups, chats and teleconferences. This combination of convenience, personalization, privacy, support and value provides eDiets members with an attractive alternative to traditional offline programs popularized by Weight Watchers International Inc. (NYSE "WTW"), Jenny Craig Inc. and others. During the first quarter of 2002, eDiets.com had approximately 300,000 unique paying members and currently has over 10 million opt-in subscribers to its biweekly e-mail newsletter, eDiets Diet & Fitness News. Among other honors received, http://www.eDiets.com/ was named a Forbes Magazine Best of the Web fitness and nutrition Web site in both 2000 and 2001. eDiets.com Inc. maintains its corporate office in Deerfield Beach, Fla. About MSN MSN attracts more than 270 million unique users worldwide per month. Globally available in 34 markets and 18 languages, MSN is a world leader in delivering Web services to consumers and digital marketing solutions to businesses worldwide. The most useful and innovative online service today, MSN brings consumers everything they need from the Web to make the most of their time online. MSN is located on the Web at http://www.msn.com/. MSN worldwide sites are located at http://www.msn.com/worldwide.ashx. About Microsoft Founded in 1975, Microsoft Corp. (Nasdaq "MSFT") is the worldwide leader in software, services and Internet technologies for personal and business computing. The company offers a wide range of products and services designed to empower people through great software -- any time, any place and on any device. ### * Source: Jupiter Media Metrix Custom data, April 2002. Includes data from Australia, Canada, France, Germany, Italy, Spain, Sweden, Switzerland, the United Kingdom and the United States. Statements in the release that are not historical in nature are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those that may be expressed or implied by such statements. These risks and uncertainties include, among others, changes in general economic and business conditions, changes in product acceptance by consumers, effectiveness of sales and marketing efforts, loss of market share and pressure on prices resulting from competition, and inability to obtain sufficient financing. For additional information regarding these and other risks and uncertainties associated with eDiets.com business, reference is made to the Company's Annual Report on Form 10-KSB for the year ended Dec. 31, 2001, and other reports filed from time to time with the Securities and Exchange Commission. All forward-looking statements are current only as of the date on which such statements are made. The Company does not undertake any obligation to publicly update any forward-looking statements. Microsoft, MSN, Slate, WebCourier and Hotmail are either registered trademarks or trademarks of Microsoft Corp. in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Note to editors: If you are interested in viewing additional information on Microsoft, please visit the Microsoft(R) Web page at http://www.microsoft.com/presspass/ on Microsoft's corporate information pages. Web links, telephone numbers and titles were correct at time of publication, but may since have changed. Journalists and analysts may contact Microsoft's Rapid Response Team for additional assistance. EX-99.2 4 dex992.txt PRESS RELEASE Exhibit 99.2 For Immediate Release CORPORATE CONTACTS: MEDIA/MARKETING CONTACT: Robert T. Hamilton, CFO Merilee Kern, Marketing Manager 954-360-9022 x115 702-562-0064 rhamilton@eDiets.com merilee@eDiets.com Alison Tanner, CFA, Chief Strategist 954-360-9022 x140 alison@eDiets.com eDiets ... Record Revenues, Profits, and Cash Flow Online Subscription Model Gains Ground Against Offline Competitors DEERFIELD BEACH, Fla., July 23, 2002 - eDiets.com, Inc. (OTCBB:EDET), the leader in personalized online diet programs and an emerging leader in personalized online fitness and motivation programs, today announced that revenues, earnings before interest, taxes, depreciation and amortization (EBITDA), cash flow from operations and net income for its second fiscal quarter ended June 30, 2002 all reached their highest levels in the Company's history. Revenues for the quarter grew to $7.7 million, profit margins expanded significantly, earnings reached $0.05 per share and the Company's total cash balances rose to more than $5 million. Founder, chairman and CEO David Humble noted, "Obesity can have a dramatic impact on one's lifespan. Our mission is delivering online solutions that help people realize life's full potential. Towards that goal we will sell our millionth online diet subscription this year, clearly validating the strength of the online diet center model compared to offline centers such as Weight Watchers(R), Jenny Craig(TM) and others. The Internet is the ideal platform for services such as ours, and this year we will continue to build on its strengths as we introduce additional services that offer the benefits of convenience, privacy, and interaction between members." Revenues totaled $7.7 million for the three months ended June 30, 2002 and $14.7 million for the six months ended June 30, 2002, increases of 34% and 45%, respectively, compared to the comparable periods of 2001. eDiets generates approximately 90% of its revenues from the sale of online diet and fitness subscriptions. Unlike competing offline diet programs, eDiets heavily promotes physical fitness, with customized workouts and instruction, and offers the support of both licensed experts and hundreds of thousands of fellow members, available at any time of the day or night. In addition to reporting record revenues, the Company also reported that deferred subscription revenues, which represent cash that has already been received for subscriptions but that will be recognized in future quarters, grew to a record level of $3.4 million. Adjusted EBITDA, which the Company defines as cash receipts for subscriptions less expenses incurred, totaled $1.8 million, or 24% of cash revenues, for the second quarter of fiscal 2002 compared to breakeven adjusted EBITDA in the second quarter of fiscal 2001. For the first half of fiscal 2002, adjusted EBITDA reached $2.9 million, or 20% of cash revenues, compared to $1.2 million, or 12% of cash revenues, for the first half of fiscal 2001. Net income for the second quarter of fiscal 2002 was $842,000, or $0.05 per diluted share, compared to a loss of $220,000, or $0.02 per diluted share, for the second quarter of fiscal 2001. Net income for the first half of fiscal 2002 was $1.3 million, or $0.08 per diluted share, compared to a net loss of $194,000, or $0.01 per diluted share, for the first half of fiscal 2001. eDiets reported cash flow from operations of $2.8 million for the second quarter of fiscal 2002 and $3.9 million for the first half of 2002, compared to negative cash flow from operations of $82,000 for the second quarter of 2001 and $1.1 million for the first half of 2001. As of June 30, 2002 eDiets had cash and cash equivalents of $5.7 million. The Company will hold a conference call for investors at 10:00 a.m. EDT on July 23, 2002, which will also be broadcast live via CCBN Webcast at the Company's Investor Relations Website located at www.eDiets.com/investors. A replay of the conference call Webcast will be available beginning at 12:00 p.m. EDT on July 23, 2002. Those interested in pre-registering for the Webcast can do so at www.eDiets.com/investors. About eDiets.com, Inc. eDiets.com, Inc. (OTCBB:EDET), the online diet services category leader through its brands eDiets (http://www.eDiets.com) and DietSmart (http://www.DietSmart.com), has been providing customized diet, fitness and motivational programs, products and services on a subscription basis since 1996. eDiets and DietSmart members benefit from an array of comprehensive online support services that are available 24/7/365, including professionally moderated online meetings, support groups, chats and teleconferences. This combination of convenience, personalization, privacy, support and value provides eDiets members with an attractive alternative to traditional offline programs popularized by Weight Watchers International, Inc. (NYSE:WTW), Jenny Craig, Inc. and others. During the second quarter of 2002, eDiets.com had approximately 300,000 unique paying members and currently has approximately 10 million opt-in subscribers to its bi-weekly e-mail newsletter, eDiets Diet & Fitness News. Among other honors received, www.eDiets.com was named a Forbes Magazine "Best of the Web" fitness and nutrition Web site in both 2000 and 2001. eDiets.com, Inc. maintains its corporate office in Deerfield Beach, Florida. Statements in the release, which are not historical in nature, are forward - looking statements. Forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those which may be expressed or implied by such statements. These risks and uncertainties include, among others, changes in general economic and business conditions, changes in product acceptance by consumers, effectiveness of sales and marketing efforts, loss of market share and pressure on prices resulting from competition, and inability to obtain sufficient financing. For additional information regarding these and other risks and uncertainties associated with eDiets.com business, reference is made to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001, and other reports filed from time to time with the Securities and Exchange Commission. All forward-looking statements are current only as of the date on which such statements are made. The Company does not undertake any obligation to publicly update any forward-looking statements. ### eDiets.com, Inc. Summary of Consolidated Financial Information (Unaudited) (In thousands, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30, ----------------------------- ----------------------------- 2002 2001 2002 2001 -------- -------- --------- -------- INCOME STATEMENT DATA: Revenues $ 7,715 $ 5,774 $ 14,713 $ 10,144 Cost and expenses: Cost of revenue 738 412 1,460 879 Product development 269 127 630 208 Sales and marketing 4,169 4,586 7,840 7,705 General and administrative 1,425 750 2,894 1,333 Depreciation and amortization 327 118 651 216 -------- -------- --------- -------- Income (loss) from operations 787 (219) 1,238 (197) -------- -------- --------- -------- Other income (expense), net (19) 3 (51) 7 Income tax benefit (expense) 74 (4) 127 (4) -------- -------- --------- -------- Net income (loss) $ 842 $ (220) $ 1,314 $ (194) ======== ======== ========= ======== Earnings (loss) per common share Basic $ 0.05 $ (0.02) $ 0.08 $ (0.01) Diluted $ 0.05 $ (0.02) $ 0.08 $ (0.01) Weighted average common and common equivalent shares outstanding Basic 15,742 13,562 15,734 13,557 Diluted 17,191 13,562 17,491 13,557
June 30, December 31, 2002 2001 ----------- ------------ BALANCE SHEET DATA: Cash and cash equivalents (including restricted cash) $ 5,651 $ 2,111 Total assets 14,017 11,214 Deferred revenue 3,421 2,193 Long-term debt (excluding capital leases) 1,504 2,025 Stockholders' equity 4,957 3,613 CONTACT: Robert T. Hamilton, Chief Financial Officer, 954-360-9022, rhamilton@eDiets.com -----END PRIVACY-ENHANCED MESSAGE-----