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): March 27, 2012
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.) |
1000 Corporate Drive
Suite 600
Fort Lauderdale, FL 33334
(Address of Principal Executive Offices) (Zip Code)
(954) 360-9022
(Registrants 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 March 27, 2012, eDiets.com, Inc. issued a press release announcing results of operations for its three and twelve months ended December 31, 2011. 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
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | eDiets.com, Inc. Press Release, issued March 27, 2012. |
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/ Thomas Connerty | |
Thomas Connerty | ||
President and Chief Executive Officer |
Date: March 27, 2012
EXHIBIT INDEX
Exhibit |
Exhibit Title | |
99.1 | eDiets.com, Inc. Press Release, issued March 27, 2012. |
Exhibit 99.1
Investor Relations Contact:
John Mills
ICR, Inc.
310-954-1105
John.Mills@icrinc.com
eDiets.com® Announces Results for Fourth Quarter and Full Year 2011
FORT LAUDERDALE, FL, March 27, 2012 eDiets.com, Inc. (OTCBB: DIET), a leading provider of convenient at-home diet, fitness and healthy lifestyle solutions, today announced results for the fourth quarter and full year ended December 31, 2011.
Revenues for the fourth quarter of 2011 were $4.6 million, a decrease of approximately 33% from $6.9 million in the fourth quarter of 2010. The net loss for the fourth quarter of 2011 was $(1.7) million, or $(0.12) per diluted share on approximately 13.6 million shares outstanding, compared to a net loss of $(1.3) million, or $(0.11) per diluted share on approximately 11.5 million shares outstanding, in the fourth quarter of 2010.
Adjusted EBITDA*, defined as net loss before interest, taxes, depreciation, amortization, impairment, stock-based compensation, bad debt recovery, and non-cash severance charges for the quarter ended December 31, 2011 was $(1.4) million, compared to $(0.8) million in the fourth quarter of 2010.
For the full year ended December 31, 2011, the Company recorded revenues of $22.1 million compared to $23.4 million in 2010. The net loss was $(4.4) million, or $(0.34) per share for 2011, compared to $(43.3) million, or $(4.68) per share, for 2010. Results for 2010 include a non-cash, impairment charge of $6.9 million, or $0.74 per diluted share, and a non-cash charge of $24.0 million, or $2.59 per diluted share, for the write-off of total debt discounts and additional interest expense as a result of the reduction in conversion prices associated with the conversion of the Companys senior secured notes into common stock. Adjusted EBITDA for 2011 totaled $(2.3) million compared to $(7.1) million in 2010.
Fourth Quarter and Recent Operating Highlights:
| Appointed board member and direct response marketing industry leader Thomas Connerty as President and Chief Executive Officer |
| Completed private placement with BBS Capital Fund, LP for $500,000 in December 2011 |
| Appointed Berke Bakay to Board of Directors |
| Implemented significant cost cutting measures and reduced corporate overhead by approximately $1 million annually |
| Expanded meal delivery adjusted gross margin* (excluding depreciation) to 44% in fourth quarter 2011 from 40% in the fourth quarter of 2010 |
Im excited about the opportunity to lead eDiets and am committed to addressing the challenges and maximizing our brand potential, said Tom Connerty, President and CEO, eDiets.com. Having been in the direct marketing industry for over 25 years and as a member of eDiets board of directors for the past year, I have a strong understanding of our core competencies and the steps necessary to build a market leading meal delivery service. Over the past several years, the company has significantly improved the cost structure and operations and we are now focusing all of our efforts on growing our customer base at an acceptable cost level to achieve profitability.
Conference Call
The Company will host a conference call to discuss the fourth quarter 2011 results at 9:00 a.m. Eastern Time on Wednesday, March 28, 2012. Participants may access the call by dialing 866-713-8565 (domestic) or 617-597-5324 (international), passcode 86243792. In addition, the call will be webcast via the Investor Relations section of the Companys web site at http://www.eDiets.com, where it will also be archived. A telephone replay will be available through Wednesday, April 4, 2012. To access the replay, please dial 888-286-8010 (domestic) or 617-801-6888 (international), passcode 30664594.
About eDiets
eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, www.eDiets.com. The Company also provides a broad range of customized wellness and weight management solutions for Fortune 500 clients. eDiets.coms unique infrastructure offers businesses, as well as individuals, an end-to-end solution strategically tailored to meet its customers specific goals of achieving a healthy lifestyle. For more information, please call 310-954-1105 or visit www.eDiets.com.
* | Use of Non-GAAP Financial Measures |
In its earnings releases, conference calls, slide presentations or webcasts, the Company may use or discuss adjusted EBITDA and adjusted gross margin, which are non-GAAP financial measures as defined by SEC Regulation G. Management regularly reviews adjusted EBITDA as an analytical indicator of the Companys financial performance and believes that it is useful to investors in evaluating operating performance. In addition, the Company uses adjusted EBITDA as a measure of performance for its business segments and for incentive compensation purposes.
This press release also references advertising efficiency, which the Company believes is a useful metric for assessing operating performance. Advertising efficiency is the amount spent on media during a period, including amounts spent on television, online and print media spending, divided by net revenue received during the same period. The Company believes that adjusted gross margin and advertising efficiency are useful measures of the performance of our meal delivery business. Adjusted EBITDA, adjusted gross margin and advertising efficiency, as presented, may not be comparable to similarly titled measures of other companies. The Company does not intend for adjusted EBITDA, adjusted gross margin or advertising efficiency to be considered in isolation or as a substitute for any GAAP measure.
Forward-Looking Statements
In accordance with the Private Securities Litigation Reform Act of 1995, we caution you that, whether or not expressly stated, certain statements made in this news release that reflect managements expectations regarding future events and economic performance are forward-looking in nature and, accordingly, are subject to risks, uncertainties and assumptions. This news release contains forward-looking statements about the Company including (i) expectations regarding our ability to obtain the additional financial support required in order to remain in business, (ii) expectations regarding our ability to manage our advertising expenditures in a manner that enables us to acquire new meal delivery customers in a profitable manner, (iii) expectations regarding the savings to be realized from our cost-cutting measures and reduced corporate overhead, (iv) expectations that our new management team will design and implement programs and practices to enable us to acquire new meal delivery customers in a profitable manner, (v) expectations regarding our ability to manage the impact of headcount reductions on our business and (vi) expectations regarding the impact of seasonal factors on our meal delivery business during 2012. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. These factors include those risk factors set forth in filings with the Securities and Exchange Commission, including our annual and quarterly reports, and the following: (i) our ability to raise additional capital, (ii) our ability to sell one or more lines of our business, (iii) our ability to maintain compliance with applicable regulatory requirements, (iv) our ability to attract and retain customers in a profitable manner through advertising, and our ability to secure advertising commitments, (v) our ability to accurately assess market demand for our products; (vi) our ability to improve our meal delivery margin and its effect on total gross margins, (vii) our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels and (viii) the state of the credit markets and capital markets, including the level of volatility, illiquidity and interest rates. These risks are not exhaustive and may not include factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We do not undertake any responsibility to update any of these forward-looking statements to conform our prior statements to actual results or revised expectations.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(in thousands)
Three Months Ended Dec. 31 | Twelve Months Ended Dec. 31 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net loss |
$ | (1,657 | ) | $ | (1,265 | ) | $ | (4,394 | ) | $ | (43,273 | ) | ||||
Interest expense (income), includes capital lease int. exp. |
1 | 1 | 3 | 3 | ||||||||||||
Interest expense on related party notes |
13 | 7 | 50 | 1,445 | ||||||||||||
Amortization of related party notes |
| | | 1,290 | ||||||||||||
Interest expense incurred with debt conversion |
| | | 23,961 | ||||||||||||
Loss on extinguishment of related party debt |
| | | 213 | ||||||||||||
Income tax provision (benefit) |
| | (4 | ) | (1 | ) | ||||||||||
Depreciation |
73 | 357 | 586 | 1,493 | ||||||||||||
Amortization of intangibles |
3 | 4 | 14 | 31 | ||||||||||||
Impairment of goodwill and intangible assets |
| | | 6,865 | ||||||||||||
Stock-based compensation |
209 | 117 | 1,345 | 882 | ||||||||||||
Bad debt expense (recovery) |
| 3 | (10 | ) | (12 | ) | ||||||||||
Non-cash severance charges |
| | 67 | | ||||||||||||
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Adjusted EBITDA |
$ | (1,358 | ) | $ | (776 | ) | $ | (2,343 | ) | $ | (7,103 | ) | ||||
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Meal Delivery Adjusted Gross Margin
(Unaudited)
(in thousands)
Three Months Ended Dec. 31 | Twelve Months Ended Dec. 31 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenue - meal delivery |
$ | 3,810 | $ | 5,403 | $ | 17,653 | $ | 16,239 | ||||||||
Cost of revenues - meal delivery |
2,145 | 3,476 | 10,117 | 10,599 | ||||||||||||
Less: cost of revenue adjustments for meal delivery |
||||||||||||||||
Depreciation |
(17 | ) | (226 | ) | (271 | ) | (844 | ) | ||||||||
Revenue sharing |
| | (1 | ) | (10 | ) | ||||||||||
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Cost of revenues - adjusted |
2,128 | 3,250 | 9,845 | 9,745 | ||||||||||||
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Adjusted meal delivery gross profit |
$ | 1,682 | $ | 2,153 | $ | 7,808 | $ | 6,494 | ||||||||
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Adjusted meal delivery gross margin percentage |
44.1 | % | 39.8 | % | 44.2 | % | 40.0 | % | ||||||||
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Meal Delivery Advertising Efficiency
(Unaudited)
(in thousands)
Three Months Ended Dec. 31 | Twelve Months Ended Dec. 31 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Advertising Spend - meal delivery |
$ | 1,641 | $ | 1,871 | $ | 5,645 | $ | 7,601 | ||||||||
Revenue - meal delivery |
$ | 3,810 | $ | 5,403 | $ | 17,653 | $ | 16,239 | ||||||||
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Advertising Efficiency - meal delivery |
43.1 | % | 34.6 | % | 32.0 | % | 46.8 | % | ||||||||
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eDiets.com, Inc.
Summary of Consolidated Financial Information
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues: |
||||||||||||||||
Digital plans |
$ | 514 | $ | 775 | $ | 2,551 | $ | 3,745 | ||||||||
Meal delivery |
3,810 | 5,403 | 17,653 | 16,239 | ||||||||||||
Business-to-business |
154 | 512 | 1,088 | 2,499 | ||||||||||||
Other |
166 | 200 | 771 | 874 | ||||||||||||
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Total revenues |
4,644 | 6,890 | 22,063 | 23,357 | ||||||||||||
Cost and expenses: |
||||||||||||||||
Cost of revenue |
||||||||||||||||
Digital plans |
42 | 94 | 245 | 515 | ||||||||||||
Meal delivery |
2,145 | 3,476 | 10,117 | 10,599 | ||||||||||||
Business-to-business |
14 | 35 | 93 | 130 | ||||||||||||
Other |
29 | 38 | 115 | 180 | ||||||||||||
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Total cost of revenue |
2,230 | 3,643 | 10,570 | 11,424 | ||||||||||||
Technology and development |
218 | 391 | 1,075 | 2,801 | ||||||||||||
Sales, marketing and support |
3,055 | 3,151 | 10,913 | 14,003 | ||||||||||||
General and administrative |
781 | 959 | 3,836 | 4,595 | ||||||||||||
Amortization of Intangibles |
3 | 4 | 14 | 31 | ||||||||||||
Impairment of goodwill and intangible assets |
| | | 6,865 | ||||||||||||
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Total cost and expenses |
6,287 | 8,148 | 26,408 | 39,719 | ||||||||||||
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Loss from operations |
(1,643 | ) | (1,258 | ) | (4,345 | ) | (16,362 | ) | ||||||||
Interest income |
| 1 | | 3 | ||||||||||||
Interest expense |
(14 | ) | (8 | ) | (53 | ) | (2,741 | ) | ||||||||
Interest expense incurred with debt conversion |
| | | (23,961 | ) | |||||||||||
Loss on extinguishment of related party debt |
| | | (213 | ) | |||||||||||
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Loss before income tax provision |
(1,657 | ) | (1,265 | ) | (4,398 | ) | (43,274 | ) | ||||||||
Income tax benefit (provision) |
| | 4 | 1 | ||||||||||||
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Net loss |
$ | (1,657 | ) | $ | (1,265 | ) | $ | (4,394 | ) | $ | (43,273 | ) | ||||
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Loss per common share: |
||||||||||||||||
Basic and diluted |
$ | (0.12 | ) | $ | (0.11 | ) | $ | (0.34 | ) | $ | (4.68 | ) | ||||
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Weighted average common and common equivalent shares outstanding: |
||||||||||||||||
Basic and diluted |
13,570 | 11,484 | 12,886 | 9,252 | ||||||||||||
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Twelve Months Ended December 31, | ||||||||
2011 | 2010 | |||||||
STATEMENT OF CASH FLOW DATA: |
||||||||
Net cash provided by (used in): |
||||||||
Operations |
$ | (3,482 | ) | $ | (7,161 | ) | ||
Investing |
(34 | ) | (459 | ) | ||||
Financing |
3,651 | 6,497 | ||||||
December 31, 2011 |
December 31, 2010 |
|||||||
BALANCE SHEET DATA: |
||||||||
Cash and cash equivalents |
$ | 603 | $ | 468 | ||||
Total assets |
2,696 | 3,596 | ||||||
Deferred revenue |
598 | 1,428 | ||||||
Debt (excluding capital leases) |
1,000 | 1,000 | ||||||
Stockholders deficit |
(1,346 | ) | (1,970 | ) |
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