SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-QSB
_______________
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001 Commission File Number 0-30559
eDiets.com, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 56-0952883
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3801 W. Hillsboro Boulevard
Deerfield Beach, Florida 33442
(Address of principal executive offices)
(954) 360-9022
(Issuer's telephone number, including area code)
_______________
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___
Indicate the number of shares outstanding of each issuer's classes of common
equity, as of the latest practicable date.
At November 7, 2001, there were 15,601,135 shares of common stock, which
includes 531,766 shares exchangeable into common stock, outstanding. The
exchangeable shares were issued in connection with the acquisition of Dietsmart,
Inc., effective October 19, 2001.
Transitional Small Business Disclosure Format (check one): ____Yes X No
------
Index to Items
Page
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Part I - Financial Information
------------------------------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet as of September 30, 2001 3
Condensed Consolidated Statements of Operations - Three
months and nine months ended September 30, 2001 and 2000 4
Condensed Consolidated Statements of Cash Flows - Nine months
ended September 30, 2001 and 2000 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Part II - Other Information
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EDIETS.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2001
(In thousands)
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,045
Accounts receivable, net 492
Prepaid advertising costs 1,269
Prepaid expenses and other current assets 218
-----------------
Total current assets 4,024
Restricted cash 240
Other long term assets 381
Property and equipment, net 994
-----------------
Total assets $ 5,639
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 753
Accrued liabilities 1,683
Current portion of capital lease obligations 126
Deferred revenue 1,783
-----------------
Total current liabilities 4,345
Capital lease obligations, net of current portion 136
STOCKHOLDERS' EQUITY:
Common stock 14
Additional paid-in capital 7,300
Unearned compensation (4)
Accumulated deficit (6,152)
-----------------
Total stockholders' equity 1,158
-----------------
Total liabilities and stockholders' equity $ 5,639
=================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
EDIETS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
2001 2000 2001 2000
------------- -------------- ------------- --------------
REVENUE $ 6,997 $ 3,765 $ 17,516 $ 7,165
COSTS AND EXPENSES:
Cost of revenue 348 145 870 383
Product development 170 56 378 164
Sales and marketing 4,703 4,045 12,372 10,195
General and administrative 1,122 1,023 2,848 2,421
Depreciation and amortization 139 84 355 224
------------- -------------- ------------- --------------
Total costs and expenses 6,482 5,353 16,823 13,387
------------- -------------- ------------- --------------
Income (loss) from operations 515 (1,588) 693 (6,222)
Other income, net - 23 7 134
Provision for income taxes (10) - (14) -
------------- -------------- ------------- --------------
Net income (loss) $ 505 $ (1,565) $ 686 $ (6,088)
============= ============== ============= ==============
Earnings (loss) per common share
Basic $ 0.04 $ (0.12) $ 0.05 $ (0.46)
============= ============== ============= ==============
Diluted $ 0.03 $ (0.12) $ 0.05 $ (0.46)
============= ============== ============= ==============
Weighted average common and common
equivalent shares outstanding
Basic 13,587 13,553 13,567 13,101
============= ============== ============= ==============
Diluted 14,633 13,553 14,693 13,101
============= ============== ============= ==============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
EDIETS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
----------------------------------------------------
2001 2000
---------------------- ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 686 $ (6,088)
Adjustments to reconcile net income (loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 355 224
Provision for bad debt 36 151
Non-cash compensation 175 185
Changes in operating assets and liabilities:
Accounts receivable 130 (534)
Prepaid expenses and other current assets (351) (291)
Restricted cash (120) -
Other long term assets (381) -
Accounts payable and accrued liabilities 514 1,808
Deferred revenue 431 1,319
---------------------- ----------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,475 (3,226)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (410) (449)
---------------------- ----------------------
NET CASH USED IN INVESTING ACTIVITIES (410) (449)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance costs of common stock (32) (147)
Repayment of capital lease obligations (75) (39)
---------------------- ----------------------
NET CASH USED IN FINANCING ACTIVITIES (107) (186)
---------------------- ----------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 958 (3,861)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,087 6,283
---------------------- ----------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,045 $ 2,422
====================== ======================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
Value of warrants issued for services $ 158 $ -
====================== ======================
Equipment acquired under capital leases $ 179 $ 55
====================== ======================
Receivable from stockholder charged to equity $ - $ 93
====================== ======================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
EDIETS.COM, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
(Unaudited)
1. Nature of Operations
eDiets.com, Inc. (the Company) was incorporated in the State of Delaware on
March 18, 1996 for the purpose of developing and marketing an Internet-based
diet and nutrition program. In addition to a personalized and regularly updated
plan, subscribers to the Company's program can also purchase related items and
attend online motivational meetings. The Company markets its program primarily
through advertising and other promotional arrangements on the World Wide Web.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements included
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States have been
condensed or omitted pursuant to those rules and regulations. The Company
believes that the disclosures made are adequate to make the information
presented not misleading. All the adjustments which, in the opinion of
management, are considered necessary for a fair presentation of the results of
operations for the periods shown are of a normal recurring nature and have been
reflected in the unaudited condensed consolidated financial statements. Results
of operations for the three and nine months ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001. The information included in these unaudited condensed
consolidated financial statements should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in this report and the consolidated financial statements
and accompanying notes included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the condensed consolidated
financial statements and accompanying notes. While the Company believes that
such estimates are fair when considered in conjunction with the condensed
consolidated financial position and results of operations taken as a whole, the
actual amount of such estimates, when known, may vary from these estimates.
3. Stockholders' Equity
In connection with the Company's 1999 Private Placement, the Company had issued
640,625 warrants, each to purchase one share of common stock at an exercise
price of $2.50 per share, to the placement agent. The quantity and price of
such warrants were subject to adjustment in certain events. On March 28, 2001
an adjustment was made to the quantity and price of the placement agent
warrants. Under the terms of the modified warrant agreement, the placement
agent and its designees now hold 950,000 warrants, each to purchase one share of
common stock at an exercise price of $1.38 per share. Such warrants remain
exercisable through November 2004 and under the modified agreement are now
redeemable at the option of the Company upon the occurrence of certain events.
The excess of the fair value of the new warrants over the value of the original
warrants at the date of modification was charged to equity during the quarter
ended March 31, 2001.
6
EDIETS.COM, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
In January 2001, the Company entered into a consulting agreement whereby the
consultant is to work with management to strategize and coordinate all public,
media and investor relations efforts of the Company for a one-year period. As
compensation to the consultant, the Company issued 400,000 warrants with an
exercise price of $0.75 per share. The warrants had immediate vesting and are
exercisable through January 2004. The fair value of the warrants totaled
approximately $160,000, of which approximately $120,000 has been recognized as
compensation expense in the condensed consolidated statement of operations for
the nine months ended September 30, 2001.
4. Equity Investment
The Company has an investment in a foreign joint venture that is recorded
pursuant to the equity method of accounting. Under the equity method of
accounting, the Company's share of the investee's earnings or loss is included
in consolidated operating results. To date, the Company's basis and current
commitment related to its investment recorded pursuant to the equity method of
accounting has not been significant. As a result, this investment has not
significantly impacted the Company's results of operations or its financial
position.
5. Earnings (Loss) Per Common Share
Basic earnings (loss) per common share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings (loss)
per share is computed using the weighted average number of common and dilutive
potential common shares outstanding during the period. Dilutive potential common
shares consist of the incremental common shares issuable upon exercise of stock
options and warrants (using the treasury stock method).
The following table sets forth the computation of basic and diluted earnings
(loss) per common share (in thousands, except per share information):
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------------------- ------------------------------------
2001 2000 2001 2000
----------------- ----------------- -------------- -----------------
Basic earnings (loss) per common share:
Net income (loss) $ 505 $ (1,565) $ 686 $ (6,088)
Weighted average common shares outstanding 13,587 13,553 13,567 13,101
Basic earnings (loss) per common share $ 0.04 $ (0.12) $ 0.05 $ (0.46)
================= ================= ============== =================
Diluted earnings (loss) per common share:
Net income (loss) $ 505 $ (1,565) $ 686 $ (6,088)
Weighted average common shares outstanding 13,587 13,553 13,567 13,101
Effect of dilutive potential common shares:
Stock options and warrants 1,046 - 1,126 -
----------------- ----------------- -------------- -----------------
Adjusted weighted average shares and
assumed conversions 14,633 13,553 14,693 13,101
================= ================= ============== =================
Diluted earnings (loss) per common share $ 0.03 $ (0.12) $ 0.05 $ (0.46)
================= ================= ============== =================
7
EDIETS.COM, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. Income Taxes
Income tax expense for the three and nine months ended September 30, 2001 was
$10,000 and $14,000, respectively, and relates to a provision for alternative
minimum taxes as the Company expects to be able to offset substantially all
taxable income for the current year with available net operating loss
carryforwards from prior years.
7. Subsequent Event
On October 19, 2001, the Company acquired DietSmart, Inc., a Delaware
corporation ("DietSmart"). Under the terms of the merger agreement the Company
acquired all of the outstanding capital stock of DietSmart for (i) 2 million
shares of common stock, valued at $2.46 million, par value $.001 per share, of
the Company, and (ii) $2.5 million in cash, payable in installments with
interest beginning on the closing date and continuing over a period of time not
to exceed 15 months.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this Current Report on Form 10-QSB, other than
historical information may include forward-looking statements as defined in the
Private Securities Reform Act of 1995. Words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," "plan," "intend" and similar expressions in
this report identify forward-looking statements. The forward-looking statements
are based on current views with respect to future events and financial
performance. Actual results may differ materially from those projected in the
forward-looking statements. The forward-looking statements are subject to risks,
uncertainties and assumptions, including, among other things those:
- associated with the Company's ability to meet its' financial obligations;
- associated with the relative success of marketing and advertising;
- associated with the continued attractiveness of the Company's diets and
fitness programs;
- competition, including price competition and competition with self-help
weight loss and medical programs;
- adverse results in litigation and regulatory matters, more aggressive
enforcement of existing legislation or regulations, a change in the
interpretation of existing legislation or regulations, or promulgation of
new or enhanced legislation or regulations; and
- general economic and business conditions
For additional information regarding these and other risks and uncertainties
associated with our business, reference is made to the Company's Annual Report
filed on Form 10-KSB for the fiscal year ended December 31, 2000 and other
reports filed by the Company from time to time with the Securities and Exchange
Commission. No obligation is undertaken by the Company to publicly release the
result of any revisions to these forward-looking statements, which may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. The following discussion should be read in
conjunction with the Company's Condensed Consolidated Financial Statements and
Notes thereto included elsewhere in this report.
OUR BUSINESS
We are one of the original marketers of customized fee-based diet programs
exclusively online. We have developed a proprietary software engine that
enables us to create a diet program, which we call our eDiets program, that is
unique to each consumer and then deliver it directly to the individual's home or
office via the Internet.
We also publish eDiets News, a newsletter that is an online diet information
resource. We currently email our newsletter four times a week to a community of
over 6.5 million consumers who have completed our questionnaire, received a
personal profile and have provided us with an email address.
In November 2000, we entered into a joint venture with Unislim Ireland, Limited,
the leading weight loss center business in Ireland, to market our online weight
loss programs in Europe, Australia and New Zealand. Under the terms of our
joint venture agreement, we received a 60% interest in the joint venture
primarily in return for the license of our international technology rights to
the joint venture. The initial international launch occurred in the United
Kingdom in March 2001.
In January 2001, we launched a personalized exercise and fitness program to
supplement our basic diet program. Our fitness model contains personalized
workout schedules, complete with animated exercise instruction.
9
RESULTS OF OPERATIONS
The following table sets forth the results of operations for the Company
expressed as a percentage of total revenue:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
2001 2000 2001 2000
------ ------ ------ ------
Revenue 100% 100% 100% 100%
Cost of revenue 5 4 5 5
Product development 2 2 2 2
Sales and marketing 67 107 71 142
General and administrative 16 27 16 35
Depreciation and amortization 2 2 2 3
Other income, net * * * 2
Income taxes * - * -
Net income (loss) 7 (42) 4 (85)
* less than 1%
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AS COMPARED TO THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 2000
Revenue increased 86% for the three months ended September 30, 2001 compared to
the three months ended September 30, 2000 and 144% to $17,516,000 for the nine
months ended September 30, 2001 compared to $7,165,000 for the same period in
2000. The increase in revenue for the three and nine months ended September 30,
2001 was primarily due to the increased number of subscribers to our diet
program. Unique members during the three months ended September 30, 2001 were
approximately 301,000 as compared to 193,000 unique members for the same period
in the prior year. Paying members as of September 30, 2001 were approximately
210,000 compared to 148,000 as of September 30, 2000. The principal reason for
the increase in the number of our members was the expansion of our online
advertising efforts and the continued success in the Company's internal
marketing efforts via its newsletters. Approximately 9% and 8% of our revenue
in the three and nine months ended September 30, 2001, respectively, came from
additional sources of revenue such as opt-in email revenue, advertising revenue,
affiliate or commission revenue and e-commerce revenue.
As of September 30, 2001, the Company had deferred revenue of $1,783,000
relating primarily to membership payments for which services had not yet been
provided.
Cost of revenue consists primarily of Internet access and service charges,
revenue sharing costs, consulting costs for professionals that provide online
meetings, and salary payments to the Company's nutritional staff. Cost of
revenue increased to $348,000 and $870,000 for the three and nine months ended
September 30, 2001, respectively, as compared to $145,000 and $383,000 for the
same periods in the prior year, respectively. The dollar increases were
primarily attributable to increased revenue sharing costs and additional
personnel costs incurred for our nutritional staff.
10
Product development costs consist primarily of salary payments to our
development staff and related expenditures for technology and software
development. Product development expenses increased to $170,000 and $378,000
for the three and nine months ended September 30, 2001, respectively, as
compared to $56,000 and $164,000 for the corresponding periods in the prior
year, respectively. The dollar increases were primarily due to additional
personnel costs related to creating and testing new design concepts and tools to
be used throughout the Company's web site.
Sales and marketing expenses consist primarily of Internet advertising expenses
and are generally incurred prior to the recognition of revenues from sales
generated from those efforts. Sales and marketing expenses increased by $658,000
for the three months ended September 30, 2001, and increased by $2,177,000 for
the nine months ended September 30, 2001, as compared to the same periods in the
prior year. The change in sales and marketing expenses was primarily due to the
Company's more extensive advertising placements with major Internet portals,
including several of the America Online websites, iVillage, Microsoft, Yahoo
and eUniverse offset by the minimal use of offline advertising in the current
periods compared to the prior years' periods. Included in sales and marketing
expenses for the three and nine months ended September 30, 2000 is a $486,000
and $3.0 million expense, respectively, related to the Company's offline
advertising campaign that began in the second quarter of 2000. This campaign,
which was the first offline advertising campaign for the Company, consisted of
radio commercials and print advertisements in magazines targeted to potential
members. New members from the campaign were less than expected and as a result
the Company terminated its agreement with its advertising agency in June 2000
and halted any future offline advertising spending not already committed.
General and administrative expenses consist primarily of salaries, overhead and
related costs for general corporate functions, including professional fees.
General and administrative expenses increased to $1,122,000 and $2,848,000 for
the three and nine months ended September 30, 2001, respectively, from
$1,023,000 and $2,421,000 for the same periods in the prior year, respectively.
The dollar increases were primarily due to increases in personnel costs,
professional fees and general overhead.
Depreciation and amortization expenses increased to $139,000 and $355,000 for
the three and nine months ended September 30, 2001, respectively, from $84,000
and $224,000 for the corresponding periods in the prior year, respectively. The
increases were primarily attributable to a greater amount of property and
equipment subject to depreciation and amortization as compared to the same
periods in the prior year.
Other income, net, which consists primarily of interest income, decreased by
$23,000 and $127,000 for the three and nine months ended September 30, 2001,
respectively, from the corresponding periods in the prior year. The decrease
was primarily due to a lower average invested cash balance for the current
periods as compared to the same periods in the prior year.
Income tax expense for the three and nine months ended September 30, 2001
relates to a provision for alternative minimum taxes as the Company expects to
be able to offset substantially all taxable income for the current year with
available net operating loss carryforwards from prior years.
As a result of the factors discussed above, we recorded net income of $505,000
and $686,000 for the three and nine months ended September 30, 2001,
respectively, compared to a net loss of $1,565,000 and $6,088,000 in the same
periods in the prior year, respectively.
11
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2001, the Company had cash and cash equivalents of
$2,045,000. For the nine months ended September 30, 2001, net cash provided by
operating activities of $1,475,000 was primarily due to net income for the
period and an increase in deferred revenue and accrued expenses and a decrease
in accounts receivable. Net cash used in investing activities was $410,000 and
related to purchases of computer equipment and furniture. Net cash used in
financing activities was $107,000 for the period and was principally used for
the repayment of capital lease obligations.
We currently have online advertising commitments with major Internet portals
totaling approximately $740,000 over the next twelve months. We had a
significant decrease in online advertising commitments in the current quarter
due to the restructuring of our contract with America Online.
We have an irrevocable standby letter of credit from a bank in the amount of
$200,000 that expires in January 2003. The letter of credit is collaterized by
our cash equivalents and is being used to guarantee the obligations under
capital leases for computer servers. As of September 30, 2001 we had
approximately $157,000 in leased equipment against the letter of credit.
Management believes that cash on hand and cash flows from operations will be
sufficient to fund its working capital and capital expenditures for at least the
next twelve months. To the extent the Company requires additional funds to
support its operations or the expansion of its business, the Company may seek to
undertake additional equity financing. There can be no assurance that
additional financing, if required, will be available to the Company in amounts
or on terms acceptable to the Company.
12
PART II. OTHER INFORMATION
Items 1, 2, 3, 4 and 5 are omitted as they are either not applicable or have
been included in Part I.
Item 4. Submission of Matters to a Vote of Security Holders
By a written consent dated June 4, 2001, the holders of 8,554,243 shares of the
company's common stock, which constituted sixty-three percent of the issued and
outstanding common stock, approved an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of stock from
21,000,000 to 51,000,000 (50,000,000 authorized shares of Common Stock and
1,000,000 shares of Preferred Stock). The Amendment became effective on July
25, 2001.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
3.2 Certificate of Amendment dated July 24, 2001 to Certificate of
Incorporation*
10.1 Agreement of Compromise, Settlement, and Mutual Release dated
September 28, 2001 between the Company and America Online, Inc. (1)
10.2 Third Amendment to Content License Agreement dated September 25,
2001 between the Company and Yahoo! Inc. (1)
10.3 Amended Revenue Share Program Agreement dated August 29, 2001
between the Company and eUniverse, Inc. (1)
10.4 Land and Building Lease Agreement dated July 19, 2001 between Realty
Income Corporation and Registrant*
(1) Confidential treatment requested pursuant to Rule 24B-2 promulgated
under the Securities Exchange Act of 1934. Confidential portions of
this document have been redacted and have been filed separately with
the SEC.
* Incorporated by reference to Amendment No. 2 to the Registration
Statement on Form SB-2 as filed with SEC on August 6, 2001 (file No.
333-62046)
(b) A report on Form 8-K was filed with the Securities and Exchange Commission
on July 17, 2001 with respect to:
Item 9. Regulation FD Disclosure. To disclose the Letter Agreement between
the Company and DietSmart.
13
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
eDiets.com, Inc.
/s/ ROBERT T. HAMILTON
-----------------------
ROBERT T. HAMILTON
Chief Financial Officer
(Principal Financial Officer)
DATE: November 9, 2001
14
Exhibit Index
Ex # Exhibit Description
10.1 Agreement of Compromise, Settlement, and Mutual Release dated September 28,
2001 between the Company and America Online, Inc. (1)
10.2 Third Amendment to Content License Agreement dated September 25, 2001
between the Company and Yahoo! Inc. (1)
10.3 Amended Revenue Share Program Agreement dated August 29, 2001 between the
Company and eUniverse, Inc. (1)