8-K

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): October 31, 2005

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)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results Of Operations And Financial Condition

On October 31, 2005, eDiets.com, Inc. issued a press release announcing results of operations for its three and nine months ended September 30, 2005. A copy of the press release is attached as Exhibit 99.1 to this report. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.

Item 9.01 Financial Statements and Exhibits

( c ) Exhibits.

Exhibit No.	Description
99.1	eDiets.com, Inc. Press Release, issued October 31, 2005.

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: November 1, 2005

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press Release dated October 31, 2005.

EX-99.1

Exhibit 99.1

eDiets.com(R) Reports Record Profit for Q305

DEERFIELD BEACH, Fla.—(BUSINESS WIRE)—Oct. 31, 2005—eDiets.com, Inc. (Nasdaq:DIET), a leader in providing healthy diet and fitness solutions to everyone, today announced results for the third quarter and nine month period ending September 30, 2005.

Financial Highlights:

• Net Income for the third quarter was $2.1 million or $0.09 per diluted share

• Revenue for third quarter grew by over 14% from the prior year to $13.5 million

• Operating expenses, consisting primarily of advertising expenses, decreased 13% year-over-year

Third quarter revenue increased to $13.5 million in 2005, compared to $11.8 million in the comparable period last year. Net income for the third quarter of 2005 was $2.1 million, or $0.09 per diluted share, compared to a loss of $1.4 million, or $(0.07) per share, for the same period last year.

The Company’s revenue for the nine months ended September 30, 2005 increased 21% to $41.6 million from $34.3 million during the same period in 2004. Net income for the first nine months of 2005 was a loss of $0.1 million, or $(0.01) per share, compared to a loss of $9.8 million, or $(0.50) per share, for the first nine months of 2004.

“We posted record results for the third quarter. It was also our fourth consecutive quarter of acquiring new subscribers at a projected profit,” said David Humble, CEO of eDiets.com. “In Q3 we repositioned www.eDiets.com as the online authority in the diet category, with substantial improvements in our layout and in the breadth of our content. We also launched the Mediterranean Diet, our third new plan of 2005, and we have two new health-related plans in development. eDiets.com is well positioned in a growing market with increased awareness on the part of the consumer of the benefits of a healthy diet and healthy weight management.”

“Both our top and our bottom lines are improving as we balance innovation with more efficient ad buying around the world, improved advertising sales and other operating efficiencies,” stated Ciaran G. McCourt, president and chief operating officer of eDiets.com. “In the area of ad sales, we are generating substantially higher rates per advertising impression than a year ago with no diminution in sellout rates; we are also improving the quality of our advertisers. New advertisers for the third quarter of 2005 included Quaker Oats, ING and Effexor. Operational improvements include an ongoing revamp of our technology infrastructure to increase our flexibility and speed our time to market with new diets and other products and services. We are very excited about our growth opportunities in 2006 and beyond.”

Operating income improved to $2.0 million, compared to a loss of $(1.4) million in the third quarter of 2004. The year-over-year improvement in operating income was due to higher revenue and improved efficiencies. Total expenses, the largest component of which is advertising expense, decreased 13% to $11.4 million in the third quarter of 2005 compared to $13.2 million in the third quarter of 2004. The decline in expenses was mainly related to a more efficient advertising plan in the third quarter of 2005. Advertising investments for the fourth quarter of 2005 are expected again to decline sequentially as they have in each quarter of fiscal 2005.

Cash from operations for the third quarter of 2005 totaled $0.4 million compared to cash used in operations of $0.8 million for the third quarter of fiscal 2004. Cash and cash equivalents as of September 30, 2005 totaled $7.7 million.

Guidance:

The company expects to generate earnings in the range of $0.04 to $0.06 per diluted share in fiscal 2005 compared to a loss of $(0.50) per share in 2004. The company forecasts revenue for 2005 of $53 to $54 million, up 17 to 19% compared to last year.

Conference Call:

The company will hold a conference call to discuss third quarter 2005 results at 10:30 AM Eastern Time on Monday, October 31. Participants may access the call by dialing 866-277-1182 (domestic) or 617-597-5359 (international), passcode 57988808. In addition, the call will be webcast via the company’s Web site at www.eDiets.com/investors, where it will also be archived. A telephone replay will be available through Monday, November 7, 2005. To access the replay, please dial 888-286-8010 (domestic) or 617-801-6888 (international), passcode 70340519.

About eDiets.com

eDiets.com, Inc. (Nasdaq:DIET) is a premier online diet, fitness, and healthy living destination offering 24/7 professional advice, information, products and services to those seeking to improve their health and longevity. Since 1997 more than two million consumers worldwide have become eDiets.com members. Among other honors, the site has been named a Forbes.com spring 2005 “Best of the Web” and “Forbes Favorite” in the diet and nutrition category, and a PC Magazine “Editors’ Choice” 2004 and 2005. eDiets.com offers more than 20 personalized online nutrition and fitness programs, as well as access to a wide range of expert and peer-based online support services that are all conveniently available around the clock. Founded in 1996 and headquartered in Deerfield Beach, FL, eDiets.com operates Web sites at www.eDiets.com, www.eFitness.com, www.eDiets.de and www.eDiets.es . The company also publishes a personalized online interactive magazine, along with a family of industry-leading electronic newsletters that have an opt-in circulation base of over 13 million.

Safe Harbor Statement

Statements 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, that the Company will not be able to obtain sufficient and/or acceptable outside financing (when and if required), changes in general economic and business conditions, changes in product acceptance by consumers, a decline in the effectiveness of sales and marketing efforts, loss of market share and pressure on prices resulting from competition, volatility in the advertising markets utilized by the Company, the termination of contractual relationships with the Company’s brand partners which license certain brand components and other proprietary information for the Company’s subscription programs, regulatory actions affecting the Company’s marketing activities, and the outcome of litigation pending against the Company. For additional information regarding these and other risks and uncertainties associated with eDiets.com’s business, reference is made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, 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							Nine Months Ended
	September 30, 2005		June 30, 2005		September 30, 2004			September 30, 2005			September 30, 2004
INCOME STATEMENT DATA:
Revenues:
Membership	$	11,794	$	13,075	$	10,316		$	35,652		$	29,434
Other revenue		1,700		1,993		1,494			5,941			4,837
Total revenues		13,494		15,068		11,810			41,593			34,271
Cost and expenses:
Cost of revenue		1,881		2,295		1,640			5,957			4,987
Product development		522		813		676			2,043			1,809
Sales and marketing		7,676		9,218		9,459			29,319			32,888
General and administrative		1,342		1,482		1,401			4,425			4,416
Amortization of Intangibles		28		29		33			87			62
Impairment of intangible assets		—		—		—			—			54
Income (loss) from operations		2,045		1,231		(1,399	)		(238	)		(9,945	)
Other income, net		32		20		33			93			71
Income tax benefit		3		4		3			10			29
Net Income (loss)	$	2,080	$	1,255	$	(1,363	)	$	(135	)	$	(9,845	)
Earnings (loss) per common share
Basic	$	0.10	$	0.06	$	(0.07	)	$	(0.01	)	$	(0.50	)
Diluted	$	0.09	$	0.06	$	(0.07	)	$	(0.01	)	$	(0.50	)
Weighted average common and common equivalent shares outstanding
Basic		21,337		21,444		20,633			21,449			19,717
Diluted		22,233		22,281		20,633			21,449			19,717

	Three Months Ended									Nine Months Ended
	September 30, 2005			June 30, 2005			September 30, 2004			September 30, 2005			September 30, 2004
STATEMENT OF CASH FLOW DATA:
Net cash provided by (used in):
Operations	$	407		$	383		$	(758	)	$	(1,284	)	$	(4,465	)
Investing	$	(267	)	$	(159	)	$	3,065		$	(537	)	$	2,604
Financing	$	344		$	84		$	431		$	657		$	7,601

	September 30, 2005		June 30, 2005		December 31, 2004
BALANCE SHEET DATA:
Cash and cash equivalents	$	7,668	$	7,009	$	8,787
Total assets		18,847		18,392		20,140
Deferred revenue		5,157		5,301		5,844
Long-term debt (excluding capital leases)		—		—		—
Stockholders’ equity		5,992		3,526		5,296

—30—

CONTACT:	Integrated Corporate Relations
	John Mills, 310-395-2215 (Investor Relations)
	JMills@icrinc.com
	or
	For eDiets.com
	David Shein, 212-994-7514 (Media)
	david.shein@rfbinder.com
	or
	eDiets.com
	Robert T. Hamilton, 954-360-9022
	rhamilton@ediets.com