-----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, REt60QIOikpEPOhnMULD4E9E6Q7JCc0pG8d6Nviubltukmy6H2OTwD9UhSMtYyV0 th/Loxax7So24JCQlnBo7w== 0001021408-02-002463.txt : 20020414 0001021408-02-002463.hdr.sgml : 20020414 ACCESSION NUMBER: 0001021408-02-002463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020215 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: 02550601 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 CURRENT REPORT 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): February 12, 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 February 12, 2002, the Registrant confirmed its outlook for the fiscal year ended December 31, 2001 of both revenues in excess of $24 million and profitability for the year. The Registrant also announced that (i) it prematurely recognized certain subscription revenues in the second and third quarters of fiscal 2001 and, as a result, will restate its results of operations for such quarters; and (ii) the restatement has no impact on revenues, earnings or cash flow for the full year ended December 31, 2001. A press release dated February 12, 2002 in connection with these matters is attached hereto as Exhibit 99.1. -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit Exhibit Title Number ------------- ------ 99.1 Press Release dated February 12, 2002 -3- 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 -------------------------------- Chief Financial Officer Date: February 15, 2002 -4- EXHIBIT INDEX Exhibit Number Exhibit Title ------ ------------- 99.1 Press Release dated February 12, 2002 -5- EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 - --For Immediate Release-- CORPORATE CONTACT: MEDIA/MARKETING CONTACT: - ------------------ ------------------------ Robert T. Hamilton, Chief Financial Officer Merilee Kern eDiets.com, Inc. eDiets.com, Inc. 954-360-9022 702-562-0064 rhamilton@eDiets.com merilee@eDiets.com - -------------------- ------------------ eDiets Confirms Full Year Outlook for Revenues and Profitability Quarterly Recognition of Deferred Revenues is Adjusted DEERFIELD BEACH, Fla.--(BUSINESSWIRE)--February 12, 2002--eDiets.com, Inc. (OTCBB:EDET), the world's leading subscription-based online diet and fitness service, today confirmed the Company's outlook for the fiscal year ended December 31, 2001 of both revenues in excess of $24 million and profitability for the year. The Company also announced that it prematurely recognized certain subscription revenues in the second and third quarters of fiscal 2001 and, as a result, will restate its results of operations for such quarters. The restatement has no impact on revenues, earnings or cash flow for the full year ended December 31, 2001. The Company plans to release its year-end results later this month. Consistent with its press release dated November 28, 2001, eDiets.com expects to report that revenue for the full year more than doubled to in excess of $24 million compared with revenue of $11.4 million in fiscal 2000. The Company expects to report net income for the fiscal year of between $0.6 and $0.9 million or $0.04 and $0.06 per diluted share, as compared to a net loss of $5.5 million or $0.41 per diluted share in the prior year. Net cash flow from operations is expected to total approximately $2.0 million for the year. Deferred revenues from subscriptions, which will be recognized in future periods, will total approximately $2.0 million at December 31, 2001. eDiets.com receives approximately 92 percent of its revenues from subscriptions to its personalized diet and fitness program that are paid at the time of enrollment but recognized over the life of the subscription, which is typically several months. The Company concluded that certain diet and fitness subscription payment plans launched in the latter half of its second quarter had not been incorporated into the Company's deferred revenue calculations at June 30, and September 30, 2001. As a result, the unaudited consolidated financial statements for those periods will be restated. Revenues for the quarter ended June 30, 2001 will be restated from $6.1 million to $5.8 million, while revenues for the quarter ended September 30, 2001 will be restated from $7.0 million to $6.7 million. The Company's cash flow from operations of $1.1 million and $1.5 million for the six months ended June 30, 2001 and the nine months ended September 30, 2001, respectively, remain unchanged. Net income for the quarterly period ended June 30, 2001 will be adjusted from $155,000, or $0.01 per diluted share, to a net loss of $220,000, or $0.02 per diluted share. Net income for the quarterly period ended September 30, 2001 will be adjusted from $505,000, or $0.03 per diluted share, to $224,000, or $0.02 per diluted share. About eDiets.com, Inc. eDiets.com, Inc. (OTCBB:EDET), the online diet services category leader that operates two of the Internet's foremost e-Health brands eDiets (www.eDiets.com) -------------- and DietSmart (www.DietSmart.com), has been dedicated to helping consumers ----------------- improve their health and wellness through online subscription-based personalized diet, fitness and motivational programs, products and services since 1996. The Company operates two central Web sites from which consumers may select a custom- tailored diet and/or fitness program that is accessible to them at anytime, from anywhere via any Internet-enabled computer. eDiets and DietSmart also offer an array of comprehensive online support services that are available 24/7/365, including professionally moderated online meetings, support groups, chats, teleconferences and other interactive support features. With approximately 300,000 paid members during the fourth quarter of 2001 and over 10 million opt- in subscribers to its proprietary bi-weekly newsletter, eDiets Diet & Fitness News, eDiets and DietSmart combine convenience, personalization, privacy and support as an online alternative to traditional programs popularized by Weight Watchers(R) (NYSE:WTW), Jenny Craig(R) (OTCBB:JCGI) and other offline diet companies. eDiets.com, Inc. maintains its corporate office in Deerfield Beach, Florida, with a satellite office located in Manhattan. Among other honors received, eDiets.com was named a Forbes Magazine "Best of the Web" fitness and nutrition Web site in both 2000 and 2001. 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, 2000, 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, ------------------------------------------------- --------------------------------- 2001 2001 2000 2001 2001 2000 ----------- ------------ ------------ ----------- ---------- -------- AS RESTATED AS REPORTED AS RESTATED AS REPORTED INCOME STATEMENT DATA: Revenues $ 5,774 $ 6,149 $ 2,266 $ 10,144 $ 10,519 $ 3,400 Cost and expenses: Cost of revenue 227 227 110 522 522 238 Product development 127 127 65 208 208 108 Sales and marketing 4,555 4,555 4,569 7,669 7,669 6,150 General and administrative 966 966 756 1,726 1,726 1,398 Depreciation and amortization 118 118 82 216 216 140 Income (loss) from operations (219) 156 (3,316) (197) 178 (4,634) Other income, net 3 3 37 7 7 111 Income taxes 4 4 - 4 4 - Net income (loss) $ (220) $ 155 $ (3,279) $ (194) $ 181 $ (4,523) Earnings (loss) per common share Basic $ (0.02) $ 0.01 $ (0.25) $ (0.01) $ 0.01 $ (0.35) Diluted $ (0.02) $ 0.01 $ (0.25) $ (0.01) $ 0.01 $ (0.35) Weighted average common shares outstanding Basic 13,562 13,562 13,094 13,557 13,557 12,870 Diluted 13,562 14,814 13,094 13,557 14,724 12,870 June 30, June 30, December 31, 2001 2001 2000 ----------- ------------ ------------ AS RESTATED AS REPORTED BALANCE SHEET DATA: Cash and cash equivalents (including restricted cash) $ 2,105 $ 2,105 $ 1,206 Total Assets 5,079 5,079 3,717 Deferred revenue 2,549 2,174 1,352 Long-term debt - - - Stockholders' equity 285 660 306
CONTACT: Robert T. Hamilton, Chief Financial Officer, 954-360-9022, rhamilton@ediets.com eDiets.com, Inc. Summary of Consolidated Financial Information (Unaudited) (in thousands, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------- ------------------------------------- 2001 2001 2000 2001 2001 2000 ----------------- --------------- ------------ ------------ ------------ --------- AS RESTATED AS REPORTED AS RESTATED AS REPORTED INCOME STATEMENT DATA: Revenues $ 6,716 $ 6,997 $ 3,765 $ 16,860 $ 17,516 $ 7,165 Cost and expenses: Cost of revenue 348 348 145 870 870 383 Product development 170 170 56 378 378 164 Sales and marketing 4,703 4,703 4,045 12,372 12,372 10,195 General and administrative 1,122 1,122 1,023 2,848 2,848 2,421 Depreciation and amortization 139 139 84 355 355 224 Income (loss) from operations 234 515 (1,588) 37 693 (6,222) Other income, net 0 0 23 7 7 134 Income taxes 10 10 - 14 14 - Net income (loss) $ 224 $ 505 $ (1,565) $ 30 $ 686 $ (6,088) Earnings (loss) per common share Basic $ 0.02 $ 0.04 $ (0.12) $ 0.00 $ 0.05 $ (0.46) Diluted $ 0.02 $ 0.03 $ (0.12) $ 0.00 $ 0.05 $ (0.46) Weighted average common shares outstanding Basic 13,587 13,587 13,553 13,567 13,567 13,101 Diluted 14,633 14,633 13,553 14,693 14,693 13,101 September 30, September 30 December 31, 2001 2001 2000 ----------------- --------------- ----------- AS RESTATED AS REPORTED BALANCE SHEET DATA: Cash and cash equivalents (including restricted cash) $ 2,285 $ 2,285 $ 1,206 Total Assets 5,639 5,639 3,717 Deferred revenue 2,439 1,783 1,352 Long-term debt - - - Stockholders' equity 502 1,158 306
CONTACT: Robert T. Hamilton, Chief Financial Officer, 954-360-9022, rhamilton@ediets.com -----END PRIVACY-ENHANCED MESSAGE-----