UNITED STATES
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):  11/03/2014
 
NUTRI SYSTEM INC DE
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-28551
 
DE
  
23-3012204
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
Fort Washington Executive Center
600 Office Center Drive
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
 
215 706 5300
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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:

[  ]   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 November 3, 2014, Nutrisystem, Inc. ("Nutrisystem") issued a press release announcing its financial results for the third quarter of 2014. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
 
 
Item 7.01.    Regulation FD Disclosure
 
On November 3, 2014, Nutrisystem issued a press release announcing its financial results for the third quarter of 2014. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
 
 
Item 9.01.    Financial Statements and Exhibits
 
The following press release is included as an exhibit to this report and is furnished under item 2.02.
 

 

SIGNATURES
 
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 hereunto duly authorized.
 
           
NUTRI SYSTEM INC DE
 
 
Date: November 03, 2014
     
By:
 
/s/    Michael P. Monahan

               
Michael P. Monahan
               
Chief Financial Officer
 
 


 

EXHIBIT INDEX
 
Exhibit No.

  
Description

EX-99.1
  
Press release, dated November 3, 2014 announcing financial results for the third quarter of 2014.


Contact: Exhibit 99.1

John Mills, Partner

ICR, Inc.

646-277-1254

ir@nutrisystem.com

John.Mills@Icrinc.com

NUTRISYSTEM ANNOUNCES THIRD QUARTER 2014 FINANCIAL RESULTS

Revenue and Adjusted EBITDA Exceed Company Third Quarter Guidance

Third Quarter Earnings per Share Increase to $0.17, Achieving High End of Guidance Range

Strong Momentum Heading into 2015 Diet Season

 

Fort Washington, PA-November 3, 2014-Nutrisystem, Inc. (NASDAQ: NTRI), a leading provider of weight management products and services, today reported financial results for the quarter ended September 30, 2014. The following are key financial highlights for the period and reconciliations of certain GAAP to non-GAAP measures are provided later in this press release.

Third Quarter 2014

  • Revenue was $90.6 million up from $85.4 million in the third quarter of 2013;
  • Adjusted gross profit margin improved 130 basis points to 51.4% and adjusted gross profit increased 9% versus prior year to $46.5 million;
  • Adjusted EBITDA was $10.9 million, an increase of 14% from adjusted EBITDA of $9.6 million in the third quarter of 2013;
  • GAAP earnings per share increased to $0.17 from $0.01 the prior year; Adjusted earnings per share increased to $0.17 from $0.15; and
  • Cash, cash equivalents, and short term investments were $38.5 million at September 30, 2014.


Dawn Zier, President and Chief Executive Officer, said, "We are pleased with the progress we have made in delivering strong results for the first nine months of 2014. Our revenue growth in the third quarter represents the fifth consecutive quarter of year-over-year top-line growth. Additionally, we exceeded the top-end of our revenue and adjusted EBITDA guidance reflecting the continued demand for our products across all channels, the success of our marketing strategy, and the disciplined management of costs while maintaining a focus on the customer experience."

Ms. Zier added, "We are confident in our full year guidance. We believe the momentum of our 2014 successes that drove new customer growth at higher margins, coupled with our demonstrated ability to innovate on both the product and marketing fronts, has us well positioned for the 2015 diet season and continued revenue and EBITDA growth."

Mike Monahan, Chief Financial Officer, commented, "Our year-over-year revenue growth in the third quarter was driven by new customer starts, improvement in reactivation and increased retail sales. Additionally, due to successfully implemented price increases in the first and second quarters and effective changes to promotions, adjusted gross profit margin increased to 51.4% reflecting a 130 basis point improvement year over year."

The Company announced that the Board of Directors has declared a quarterly dividend of $0.175 per share, payable November 24, 2014 to stockholders of record as of November 13, 2014.

Fourth Quarter and Updated Full Year 2014 Guidance

For the fourth quarter of 2014, the Company expects revenue to be in the range of $78.1 million to $83.1 million. The Company expects fourth quarter adjusted EBITDA to be in the range of $10.9 million to $13.1 million. The Company also expects fourth quarter 2014 GAAP earnings per share to be in the range of $0.15 to $0.20.

For the full year of 2014, the Company is updating its revenue guidance to now be in the range of $402.0 million to $407.0 million, its annual adjusted EBITDA to be in the range of $42.0 million to $44.2 million, and its GAAP earnings per share guidance to be in the range of $0.63 to $0.68 for the full year of 2014.

Conference Call and Webcast

Management will host a webcast to discuss third quarter 2014 financial results today at 5:00 PM Eastern time. The webcast will include remarks from President and Chief Executive Officer Dawn Zier, Chief Financial Officer Mike Monahan, and Chief Marketing Officer Keira Krausz. A webcast of the conference call will be available live on the Investor Relations section of the Nutrisystem website (www.nutrisystem.com) and a replay will be available for 30 days. Interested parties unable to access the conference call via the webcast may dial 877-407-3982, and reference conference ID 13584869.

Non-GAAP Financial Measures

Within this announcement, the Company makes reference to certain adjusted financial measures, which have directly comparable GAAP financial measures as identified in this press release. These adjusted measures are provided so that investors have the same financial data that management uses with the belief that it will assist the investment community in properly assessing the performance of the Company for the periods being reported and future periods. The presentation of this additional information is not meant to be considered a substitute for measures prepared in accordance with GAAP.

In this release, EBITDA is defined as net income excluding interest, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding non-cash employee compensation and one-time charges. Adjusted gross profit is defined as gross profit as reported excluding one-time charges. Adjusted net income is defined as net income as reported excluding one-time charges.

Forward-Looking Statements

Information provided and statements contained in this press release that are not purely historical, such as fourth quarter and full year 2014 guidance, and the Company's financial and operational outlook, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release and the Company assumes no obligation to update the information included in this press release. Statements made in this press release that are forward-looking in nature may involve risks and uncertainties. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, specific factors discussed herein and in other press releases and public filings made by the Company (including filings by the Company with the Securities and Exchange Commission). Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

About Nutrisystem, Inc.

Nutrisystem, Inc. (NASDAQ: NTRI) is a leading provider of weight loss solutions and weight-related products and services including its structured food delivery program Nutrisystem® My Way® and its new digital platform NuMi™ by Nutrisystem. Nutrisystem has helped consumers lose weight for more than 40 years by providing quality foods and a nutritionally balanced meal program. Nutrisystem® meal plans feature more than 150 menu options, along with counseling options from trained weight-loss coaches, registered dietitians and certified diabetes educators. Customers are provided further support from the online community, tools, trackers, mobile apps and more. Nutrisystem® plans are consistent with national guidelines for dietary intake meeting targets for fat, sodium, sugar, cholesterol, fiber and physical activity. Additionally, plans can be customized to specific dietary needs and preferences including the Nutrisystem® D® program for people with diabetes or those at risk for type 2 diabetes. Healthcare professionals may learn more about the programs by visiting www.nutrisystem.com/hcp. Nutrisystem® weight loss plans are available directly to consumers through www.nutrisystem.com, by phone (1-800-435-4074) and at select retailers. The NuMi multi-platform system and downloadable App can be found at http://www.numi.com.

 

 

 

 

 

NUTRISYSTEM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)

Three Months Ended

September 30,

_________________________

Nine Months Ended

September 30, ______________________

 

2014

2013

2014

2013

       

REVENUE

$ 90,570

$ 85,360

$ 323,850

$ 288,213

COSTS AND EXPENSES:

       

Cost of revenue

44,043

47,627

160,605

147,696

Marketing

22,388

19,983

90,122

80,549

General and administrative

14,769

14,336

46,455

42,937

Depreciation and amortization

2,076

1,912

5,747

6,803

Total costs and expenses

83,276

83,858

302,929

277,985

Operating income

7,294

1,502

20,921

10,228

INTEREST EXPENSE, net

41

41

133

123

Income before income taxes

7,253

1,461

20,788

10,105

INCOME TAX EXPENSE

2,177

1,105

6,785

4,030

Net income

$ 5,076

$ 356

$ 14,003

$ 6,075

BASIC INCOME PER COMMON SHARE

$ 0.18

$ 0.01

$ 0.49

$ 0.21

DILUTED INCOME PER COMMON SHARE

$ 0.17

$ 0.01

$ 0.48

$ 0.21

         

WEIGHTED AVERAGE SHARES OUTSTANDING:

       

Basic

28,274

27,983

28,287

27,974

Diluted

28,681

28,261

28,694

28,160

         

DIVIDENDS DECLARED PER COMMON SHARE

$ 0.175

$ 0.175

$ 0.525

$ 0.525

 

 

 

 

 

 

 

 

 

NUTRISYSTEM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except par value amounts)

 

September 30,

December 31,

2014

2013

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 21,942

$ 9,772

Short term investments

16,588

16,551

Receivables

6,400

7,738

Inventories

17,490

26,088

Prepaid income taxes

154

2,167

Deferred income taxes

1,035

931

Other current assets

5,980

6,034

Total current assets

69,589

69,281

FIXED ASSETS, net

25,892

26,029

DEFERRED INCOME TAXES

7,459

5,924

OTHER ASSETS

1,107

1,211

Total assets

$ 104,047

$ 102,445

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$ 28,534

$ 29,117

Accrued payroll and related benefits

7,022

6,723

Deferred revenue

5,056

4,228

Other accrued expenses and current liabilities

5,974

7,441

Total current liabilities

46,586

47,509

NON-CURRENT LIABILITIES

2,678

2,779

Total liabilities

49,264

50,288

STOCKHOLDERS' EQUITY:

Preferred stock, $.001 par value (5,000 shares authorized, no shares issued and outstanding)

0

0

Common stock, $.001 par value (100,000 shares authorized; shares
issued - 29,009 at September 30, 2014 and 28,866 at December 31, 2013)

29

29

Additional paid-in capital

29,177

24,095

Treasury stock, at cost, 233 shares at September 30, 2014 and 158 shares at December 31, 2013

(2,771)

(1,586)

Retained earnings

28,344

29,611

Accumulated other comprehensive income

4

8

Total stockholders' equity

54,783

52,157

Total liabilities and stockholders' equity

$ 104,047

$ 102,445

NUTRISYSTEM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Nine Months Ended September 30,

 

2014

2013

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 14,003

$ 6,075

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation and amortization

5,747

6,803

Loss on disposal of fixed assets

7

110

Share-based compensation expense

4,443

4,031

Deferred income tax benefit

(1,391)

(642)

Other non-cash charges

17

43

Changes in operating assets and liabilities:

Receivables

1,338

(794)

Inventories

8,598

7,781

Other assets

158

2,952

Accounts payable

(932)

1,402

Accrued payroll and related benefits

299

4,172

Deferred revenue

828

1,831

Income taxes

1,678

4,264

Accrued settlement

0

5,000

Other accrued expenses and liabilities

(1,576)

517

Net cash provided by operating activities

33,217

43,545

CASH FLOWS FROM INVESTING ACTIVITIES:

   

Purchases of short term investments

(6,729)

(23,536)

Proceeds from sales of short term investments

6,669

3,952

Capital additions

(5,260)

(6,351)

Proceeds from the sale of fixed assets

0

28

Net cash used in investing activities

(5,320)

(25,907)

CASH FLOWS FROM FINANCING ACTIVITIES:

   

Exercise of stock options

248

0

Taxes related to equity compensation awards, net

(705)

(548)

Payment of dividends

(15,270)

(14,923)

Net cash used in financing activities

(15,727)

(15,471)

NET INCREASE IN CASH AND CASH EQUIVALENTS

12,170

2,167

CASH AND CASH EQUIVALENTS, beginning of period

9,772

16,186

CASH AND CASH EQUIVALENTS, end of period

$ 21,942

$ 18,353

 

 

NUTRISYSTEM, INC. AND SUBSIDIARIES

ADJUSTED EBITDA RECONCILIATION TO GAAP RESULTS

(Unaudited, in thousands)

 

Three Months Ended

Nine Months Ended

September 30,

September 30,

2014

 

2013

2014

 

2013

Net income

$ 5,076

$ 356

$ 14,003

$ 6,075

Interest expense, net

41

41

133

123

Income tax expense

2,177

1,105

6,785

4,030

Depreciation and amortization

2,076

1,912

5,747

6,803

EBITDA

9,370

3,414

26,668

17,031

Non-cash employee compensation

expense

1,533

1,141

4,443

3,510

One-time charges

Settlement with supplier

0

5,000

0

5,000

Severance and related charges

0

0

0

1,441

Total one-time charges

0

5,000

0

6,441

Adjusted EBITDA

$ 10,903

$ 9,555

$ 31,111

$ 26,982

 

 

NUTRISYSTEM, INC. AND SUBSIDIARIES

ADJUSTED EBITDA GUIDANCE RECONCILIATION TO GAAP MEASURES

(Unaudited, in thousands)

Three Months Ending

Twelve Months Ending

December 31, 2014

December 31, 2014

Low

High

Low

High

Net income

$ 4,517

$ 5,980

$ 18,520

$ 19,983

Interest expense, net

67

67

200

200

Income tax expense

2,545

3,282

9,330

10,067

Depreciation and amortization

2,453

2,453

8,200

8,200

EBITDA

9,582

11,782

36,250

38,450

Non-cash employee

compensation expense

1,307

1,307

5,750

5,750

Adjusted EBITDA

$ 10,889

$ 13,089

$ 42,000

$ 44,200

 

EBITDA is defined as net income excluding interest, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding non-cash employee compensation and one-time charges.

 

NUTRISYSTEM, INC. AND SUBSIDIARIES

ADJUSTED GROSS PROFIT RECONCILIATION TO GAAP RESULTS

(Unaudited, in thousands)

 

Three Months Ended

Nine Months Ended

September 30,

September 30,

2014

 

2013

2014

 

2013

Revenue as reported

$ 90,570

$ 85,360

$ 323,850

$ 288,213

Cost of revenue as reported

44,043

47,627

160,605

147,696

Gross profit as reported

46,527

37,733

163,245

140,517

Adjustment for settlement with supplier

0

5,000

0

5,000

Adjusted gross profit

$ 46,527

$ 42,733

$ 163,245

$ 145,517

NUTRISYSTEM, INC. AND SUBSIDIARIES

ADJUSTED NET INCOME RECONCILIATION TO GAAP RESULTS

(Unaudited, in thousands, except per share amounts)

 

Three Months Ended

Nine Months Ended

September 30,

September 30,

2014

 

2013

2014

 

2013

Net income as reported

$ 5,076

$ 356

$ 14,003

$ 6,075

Income tax expense as reported

2,177

1,105

6,785

4,030

Income before income tax expense

7,253

1,461

20,788

10,105

Adjustment for one-time charges

0

5,000

0

6,441

Adjusted income before income tax expense

7,253

6,461

20,788

16,546

Adjusted income tax expense

2,177

2,132

6,785

5,460

Adjusted net income

$ 5,076

$ 4,329

$ 14,003

$ 11,086

Adjusted diluted income per common share

$ 0.17

$ 0.15

$ 0.48

$ 0.38

Adjusted diluted weighted average shares

outstanding

28,681

28,261

28,694

28,160

Adjusted income tax expense for the three and nine months ended September 30, 2013 has been calculated using a tax rate of 33%.

 

Statement Regarding Non-GAAP Financial Measures

We believe EBITDA, adjusted EBITDA, adjusted EBITDA guidance, adjusted gross profit and adjusted net income are useful performance metrics for management and investors because they are indicative of the ongoing operations of the Company. These non-GAAP measures exclude certain non-cash and non-operating items to facilitate comparisons and provide a meaningful measurement that is focused on the performance of the ongoing operations of the Company.

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