The Credit Facility contains certain financial and operational covenants, including requirements to maintain a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio, each as defined in the Credit Facility agreement, as well as restrictions on certain types of dispositions, mergers and acquisitions, indebtedness, investments, liens and capital expenditures, issuance of capital stock and the Company’s ability to pay dividends. The Credit Facility is secured by a first priority security interest in substantially all of the Company’s existing and future assets. The Company was in compliance with the financial and operational covenants of the Credit Facility as of December 31, 2014.
In connection with the credit facility financing in March 2014 discussed above, the Company repaid all outstanding borrowings under its former credit facilities, and such credit facilities were terminated. In March 2014, the Company wrote-off unamortized deferred financing costs of $2,845 and prepayment fees of $1,016 related to the former credit facilities, which is reflected in other expense in the accompanying consolidated statement of operations for the year ended December 31, 2014.
Prior to termination of the former credit facilities, the Company maintained a credit facility, which was entered into in September 2010 and was amended in 2011, 2012 and 2013. This former credit facility (as amended, the “Former Credit Facility”) consisted of a revolving facility and a term loan. Under the Former Credit Facility, the maximum amount that could be outstanding under the revolver was the lesser of $30,000 and 80% of eligible accounts receivable. The maximum amount that could be outstanding under the term loan was $8,500. The repayment terms of the revolver, as amended, provided for monthly interest payments, with the principal being due in September 2015. The repayment terms for the term loan, as amended, provided for monthly interest payments, with principal payments commencing in April 2011 and ending in December 2014.
At December 31, 2013, the outstanding borrowings under the revolver and term loan components of the Former Credit Facility amounted to $30,000 and $1,333, respectively. At December 31, 2013, the interest rate on the revolver was Wall Street Journal Prime Rate (“WSJ Prime rate”) plus 2.0%, or 5.25%. At December 31, 2013, the interest rate on the term loan was the WSJ Prime rate plus 3.25%, or 6.50%.
In addition to the Former Credit Facility, the Company also previously maintained a subordinated credit facility, consisting of a 54-month term loan (the “Initial Subordinated Facility”). Under the Initial Subordinated Facility, the maximum amount that could be outstanding was $15,000, and the interest rate was 13.0%. In October 2012, the Company entered into a new subordinated facility with the lender of the Former Credit Facility and an unrelated third party (the “Subordinated Facility”), and repaid all outstanding borrowings under the Initial Subordinated Facility, and such facility was terminated.
The Subordinated Facility consisted of a 36-month $35,000 term loan. The repayment terms for the Subordinated Facility provided for monthly interest payments commencing in November 2012
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
and ending in November 2015. The principal amount was payable in full in October 2015. The interest rate for the Subordinated Facility was 14.0%.
During the year ended December 31, 2013, the Company entered into a loan modification to the Subordinated Facility, which consisted of a $5,000 increase to the term loan, with such additional amount being payable in full in November 2016. At December 31, 2013, outstanding borrowings under the Subordinated Facility, as amended, amounted to $40,000.
The Former Credit Facility and Subordinated Facility contained certain financial and operational covenants, including restrictions on certain types of dispositions, mergers and acquisitions, indebtedness, investments, liens and capital expenditures, issuance of capital stock and the ability of the Company to pay dividends and make other distributions. The Company was in compliance with the financial and operational covenants of the Former Credit Facility and Subordinated Facility as of December 31, 2013 and 2012.
In connection with the credit facilities that were in place prior to 2014, the Company issued to the lenders warrants to purchase a total of: (i) 592,501 shares of common stock at $0.015 per share, (ii) 112,959 shares of Series F redeemable convertible preferred stock at $7.61 per share, and (iii) 110,018 shares of Series C redeemable convertible preferred stock at $3.27 per share. Each of the above warrants were immediately exercisable and, accordingly, the Company calculated the fair value of the warrants using the Black-Scholes option pricing model and recorded deferred financing costs related to the issuances of the warrants in the respective periods. In April 2014, in connection with the closing of the Company’s IPO, the above warrants to purchase 222,977 shares of preferred stock were converted into warrants to purchase an aggregate of 148,650 shares of common stock. This conversion resulted in the warrant liability of $1,140 being reclassified to additional paid-in capital.
The Company incurred financing costs of $2,899, $68 and $1,345 during the years ended December 31, 2014, 2013 and 2012, respectively, which, along with the fair value of warrants, have been deferred and amortized using the effective interest rate method through the final maturities of the respective credit facilities. Deferred financing costs are recorded in other assets in the accompanying consolidated balance sheets. Amortization expense relating to the deferred financing costs was $528, $1,646 and $687 for the years ended December 31, 2014, 2013 and 2012, respectively, and is included in interest expense in the accompanying consolidated statements of operations.
10. Common Stock and Redeemable Convertible Preferred Stock
As of December 31, 2014 and 2013, respectively, there were no shares and 26,820,270 shares of redeemable convertible preferred stock issued and outstanding. The redeemable convertible preferred stock, Series A-G (collectively, the “Preferred Stock”), which was outstanding at the time of the Company’s IPO, fully converted to common stock in connection with the IPO (see Note 1). Such Preferred Stock had the following characteristics:
Conversion
Each share of Preferred Stock was convertible at the option of the holder, at any time, into such number of fully paid shares of the Company’s common stock equal to the applicable original issue price for such share of Preferred Stock divided by the applicable conversion price for such share of Preferred Stock then in effect. As of December 31, 2013, the original issue prices and the conversion prices for each series of Preferred Stock were as follows: $0.50 for Series A, $1.77 for Series B, $3.27 for Series C, $6.87 for Series D, $7.98 for Series E, $7.61 for Series F and $9.00 for Series G (prior to giving effect to a 1-for-1.5 reverse stock split of the Company’s common stock implemented on March 14, 2014 in connection with the IPO). The conversion prices for each series
91
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
of Preferred Stock were subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits, combinations or other similar recapitalizations, and issuance of capital stock at a price below the conversion price in effect for such series of redeemable convertible preferred stock. The conversion price for the Series G convertible preferred stock was also subject to further adjustment in the event of an IPO with a public offering price of less than $11.88 per share.
Dividends
The holders of Preferred Stock were entitled to receive, when and as declared by the Board of Directors and out of funds legally available, non-cumulative dividends at a rate determined by the Board of Directors, payable in preference and priority to the payment of any dividends on common stock. Through December 31, 2014, no dividends were declared or paid by the Company.
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the then outstanding Preferred Stock would receive, in preference to any payments to the holders of common stock, an amount (i) for the Preferred Stock other than the Series G, equal to the original issue price for such series of Preferred Stock (except that the holders of Series E would receive $1.77 per share in lieu of the original issue price) plus all declared but unpaid dividends and (ii) for the Series G, equal to the original issue price for the Series G, plus an amount per share per annum equal to $0.90 compounded annually (subject to a maximum amount, including the original issue price for the Series G, equal to $12.15), plus all declared but unpaid dividends (“Preferential Payments”).
After all Preferential Payments, the remaining assets of the Company would be distributed among the holders of the shares of Series A, Series C, Series D and common stock, pro rata, based on the number of shares held on an “as-if converted” basis (except that the holders of shares of Series C and Series D would not receive more than an aggregate of $6.54 and $10.30, respectively, including Preferential Payments).
Voting
Each holder of Preferred Stock was entitled to the number of votes equal to the number of shares of common stock into which such holder’s shares of Preferred Stock were convertible at the time of such vote and would vote together with the holders of common stock on any matters presented to the stockholders for their consideration. In addition, the holders of Preferred Stock were entitled to vote separately from the common stock to elect six members of the Board of Directors and to approve certain specified matters. On all matters in which the holders of Preferred Stock were entitled to vote separately, the holders of Series E could not cast more than 28.5% of the votes (the “Series E Reduced Voting”).
Redemption
Redemption rights issued in connection with the Series C were extended to the holders of the Series A and Series B in February 2006, with the right to require redemption commencing 60 days after receipt by the Company of a notice by the holders of Preferred Stock on or after February 2011. Redemption rights were also issued to the holders of the Series D, with the right to require redemption commencing 60 days after receipt by the Company of a notice by the holders of Preferred Stock on or after August 2012.
Concurrent with the issuance of the Series D, the holders of the Series A, Series B and Series C agreed to modify their redemption rights so that the right to require redemption commenced
92
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
60 days after receipt by the Company of a notice by the holders of Preferred Stock on or after August 2012. Concurrent with the issuance of the Series F, the holders of Series A, Series B, Series C, Series D and Series E agreed to modify their redemption rights so that the right to require redemption required approval of at least 56% of the outstanding Preferred Stock (subject to the Series E Reduced Voting), commencing 60 days after receipt by the Company of a notice by the holders of Preferred Stock on or after October 15, 2013.
Concurrent with the issuance of the Series G, (i) the holders of Series A, Series B, Series C, Series D, Series E and Series F agreed to modify their redemption rights so that the right to require redemption required approval of at least 56% of the outstanding Series A, Series B, Series C, Series D, Series E and Series F (subject to the Series E Reduced Voting), and (ii) the holders of a majority of the Series G were given the right to require redemption, in each case, commencing not less than 75 days and not more than 90 days (subject to certain modifications, as set forth in the Company’s certificate of incorporation) after receipt by the Company of a notice by such holders of Preferred Stock on or after November 10, 2016. Accordingly, (i) at the option of 56% of the holders of Series A, Series B, Series C, Series D, Series E and Series F (subject to the Series E Reduced Voting), each share of Series A, Series B, Series C, Series D, Series E and Series F became redeemable at a price equal to the applicable original issue price per such share of Preferred Stock, plus all declared but unpaid dividends thereon, commencing not less than 75 days and not more than 90 days (subject to certain modifications, as set forth in the Company’s certificate of incorporation) after receipt by the Company of a notice by the holders of such Preferred Stock on or after November 10, 2016, and (ii) at the option of a majority of the holders of Series G, each share of Series G became redeemable at a price equal to the applicable original issue price per share of Series G, plus all declared but unpaid dividends thereon, commencing not less than 75 days and not more than 90 days (subject to certain modifications, as set forth in the Company’s certificate of incorporation) after receipt by the Company of a notice by the holders of Series G on or after November 10, 2016. In addition, for as long as any share of Series G was not redeemed after the date on which the Company had the obligation to redeem such share, interest at the rate of 15% per annum would accrue on the redemption price of such share of Series G, which interest would be payable quarterly in arrears.
The Company recorded its Preferred Stock outside of permanent equity because the redemption feature was not solely within the control of the Company.
In March 2014, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation effecting a 1-for-1.5 reverse stock split of the Company’s issued and outstanding shares of common stock. The par value of the common stock was not adjusted as a result of the reverse stock split. All issued and outstanding common stock and per share amounts contained in the Company’s consolidated financial statements and related notes thereto have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split was effected on March 14, 2014.
In April 2014, in connection with the closing of the Company’s IPO, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware that amended and restated in its entirety the Company’s certificate of incorporation to, among other things, increase the total number of shares of the Company’s common stock that the Company is authorized to issue to 90,000,000, eliminate all references to the various series of preferred stock that were previously authorized (including certain protective measures held by the various series of preferred stock), and to authorize up to 10,000,000 shares of undesignated preferred stock that may be issued from time to time with terms to be set by the Company’s Board of Directors, which rights could be senior to those of the Company’s common stock.
93
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
In connection with the IPO, all of the Company’s redeemable convertible preferred stock converted into common shares, which is discussed below in further detail. There was no redeemable convertible preferred stock outstanding at December 31, 2014.
The number of shares of the Company’s redeemable convertible preferred stock was not adjusted in connection with the 1-for-1.5 reverse stock split of common stock referred to above. The Company’s redeemable convertible preferred stock consisted of the following at December 31, 2013:
| | | | | | | | |
| | Shares | | Stated value,
net of expenses | | Liquidation
preference |
| | Authorized | | Issued and
outstanding |
Redeemable convertible preferred stock: | | | | | | | | |
Series A | | | | 3,450,000 | | | | | 3,450,000 | | | | $ | | 1,053 | | | | $ | | 1,725 | |
Series B | | | | 2,547,252 | | | | | 2,547,252 | | | | | 4,413 | | | | | 4,500 | |
Series C | | | | 1,943,651 | | | | | 1,833,633 | | | | | 5,882 | | | | | 6,000 | |
Series D | | | | 3,934,855 | | | | | 3,934,855 | | | | | 25,354 | | | | | 27,027 | |
Series E | | | | 8,930,966 | | | | | 8,930,966 | | | | | 71,250 | | | | | 15,789 | |
Series F | | | | 3,064,087 | | | | | 2,951,128 | | | | | 22,468 | | | | | 22,468 | |
Series G | | | | 3,333,333 | | | | | 3,172,436 | | | | | 28,346 | | | | | 37,118 | |
| | | | | | | | |
Total | | | | 27,204,144 | | | | | 26,820,270 | | | | $ | | 158,766 | | | | $ | | 114,627 | |
| | | | | | | | |
Conversion of the Redeemable Convertible Preferred Stock
In connection with the March 14, 2014 1-for-1.5 reverse stock split, the conversion prices for each series of redeemable convertible preferred stock were subject to a 1-for-1.5 adjustment. As a result, upon the closing of the IPO, the 23,647,834 outstanding shares of Series A, Series B, Series C, Series D, Series E and Series F redeemable convertible preferred stock converted into a total of 15,765,223 shares of common stock. Based on this 1-for-1.5 adjustment, the conversion price for the IPO adjustment specific to the Series G shares increased from $11.88 per share to $17.82 per share. Based on the public offering price of $14.00 per share, the 3,172,436 outstanding shares of Series G convertible preferred stock converted into a total of 2,692,012 shares of common stock, including an additional 577,055 shares of common stock issued as a result of the specific Series G IPO adjustment feature or “ratchet provision.” The ratchet provision, which is treated as a deemed stock dividend for accounting purposes, was calculated as the difference between the number of shares of common stock each holder of Series G would receive upon the automatic conversion of the Series G shares and the number of shares contingently issuable just prior to the automatic conversion based on the initial conversion price multiplied by the IPO price of $14.00 per share, which represents the fair value of the common stock on the date of conversion. In April 2014, the Company recorded a one-time $8,079 non-cash preferred stock deemed dividend related to the issuance of additional common shares resulting from the ratchet provision. Such non-cash preferred stock deemed dividend results in a decrease to net income to arrive at net income attributable to common stockholders and, consequently, results in an adjustment to the Company’s computation of net income per share attributable to common stockholders.
Issuance of Common Stock Warrant
In March 2014, the Company issued to one of its website partners a warrant to purchase 100,000 shares of common stock at $0.015 per share, in connection with the website partner agreeing to extend the advertising representation agreement by two years. The warrant was immediately exercisable and, accordingly, the Company calculated the fair value of the warrant using the Black-Scholes option pricing model and recorded $1,131 of deferred costs related to the issuance during
94
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
the year ended December 31, 2014, which will be amortized to the Company’s operating results over the remaining life of the agreement.
Authorized Capital
As of December 31, 2014, the Company was authorized to issue 90,000,000 shares of its common stock and 10,000,000 shares of its preferred stock. As of December 31, 2014, the Company has reserved for issuance no shares under its 2003 Stock Option Plan, 347,371 shares under its 2014 Equity Incentive Plan and 361,816 shares for future issuance under the ESPP.
11. Stock-Based Compensation
Stock Options
The Company has historically granted non-statutory stock options to employees, directors and consultants of the Company pursuant to its 2003 Stock Option Plan, as amended (the “2003 Plan”). The Board of Directors and the Company’s stockholders subsequently approved the 2014 Equity Incentive Plan (the “2014 Plan”), which became effective immediately upon the signing of the underwriting agreement related to the IPO on March 27, 2014. Upon the effectiveness of the 2014 Plan, no additional options have been or will be granted under the 2003 Plan. Under the 2014 Plan, options are granted at prices not less than the estimated fair market value of the Company’s common stock on the date of grant. The options generally vest and become exercisable over four years from the date of grant and expire after ten years. Additionally, the Company granted 112,500 performance-based awards in 2014 where such options would vest and become exercisable over approximately nine months from the date of grant, dependent upon the Company meeting certain performance criteria. The performance criteria for these options were met at less than target, which resulted in the vesting of 90,555 of such 112,500 shares on December 31, 2014. The remaining 21,945 shares were cancelled on December 31, 2014.
The aggregate number of shares of the Company’s common stock that may be issued pursuant to the 2014 Plan is the sum of (1) 200,000 shares, (2) the 388,781 shares reserved for issuance under the 2003 Plan at the time the 2014 Plan became effective, and (3) any shares subject to outstanding stock options that would otherwise have returned to the 2003 Plan (such as upon the expiration or termination of stock options prior to vesting). In addition, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year from January 1, 2015 through January 1, 2024 by the lesser of (a) 4% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year and (b) a number of shares determined by the Board of Directors. As of December 31, 2014, 347,371 shares have been reserved for future issuance under the 2014 Plan.
95
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
The following table summarizes stock option activity for the years ended December 31, 2014, 2013 and 2012:
| | | | | | | | |
| | Number of
options | | Weighted-
average
exercise price | | Weighted-
average
remaining
contractual
life (years) | | Aggregate
intrinsic value |
Outstanding at December 31, 2011 | | | | 4,163,677 | | | | $ | | 7.43 | | | | | 7.25 | | | | $ | | 3,194 | |
Granted | | | | 1,453,961 | | | | | 6.78 | | | | | |
Exercised | | | | (46,505 | ) | | | | | 3.62 | | | | | |
Cancelled | | | | (299,426 | ) | | | | | 8.36 | | | | | |
| | |
Outstanding at December 31, 2012 | | | | 5,271,707 | | | | | 7.28 | | | | | 7.01 | | | | | 10,556 | |
Granted | | | | 901,476 | | | | | 9.41 | | | | | |
Exercised | | | | (183,501 | ) | | | | | 4.31 | | | | | |
Cancelled | | | | (531,891 | ) | | | | | 7.67 | | | | | |
| | |
Outstanding at December 31, 2013 | | | | 5,457,791 | | | | | 7.61 | | | | | 6.54 | | | | | 20,396 | |
Granted | | | | 1,945,851 | | | | | 14.67 | | | | | |
Exercised | | | | (1,139,891 | ) | | | | | 6.41 | | | | | |
Cancelled | | | | (370,053 | ) | | | | | 10.52 | | | | | |
| | |
Outstanding at December 31, 2014 | | | | 5,893,698 | | | | | 9.94 | | | | | 6.48 | | | | | 29,249 | |
Exercisable at December 31, 2014 | | | | 3,556,287 | | | | | 7.84 | | | | | 4.90 | | | | | 24,731 | |
| | |
The total intrinsic value of the options exercised during the years ended December 31, 2014, 2013 and 2012 was $8,080, $1,146 and $218, respectively.
Proceeds from the exercise of options were $7,939, $101 and $168 for the years ended December 31, 2014, 2013 and 2012, respectively.
The weighted-average fair value per share at date of grant for options granted during the years ended December 31, 2014, 2013 and 2012 was $7.53, $4.80 and $3.32, respectively. The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model and recognized in expense over the vesting period of the options using the graded attribution method.
The following table presents the weighted-average assumptions used to estimate the fair value of options granted in the years ended December 31, 2014, 2013 and 2012:
| | | | | | |
| | 2014 | | 2013 | | 2012 |
Volatility | | | | 49.28 | % | | | | | 50.32 | % | | | | | 49.50 | % | |
Expected life (years) | | | | 6.25 | | | | | 6.25 | | | | | 6.25 | |
Risk-free interest rate | | | | 1.92 | % | | | | | 1.54 | % | | | | | 1.23 | % | |
Dividend yield | | | | — | | | | | — | | | | | — | |
The expected stock price volatilities are estimated based on historical realized volatilities of comparable publicly traded company stock prices over a period of time commensurate with the expected term of the option award. The expected life represents the period of time for which the options granted are expected to be outstanding. The Company used the simplified method for determining expected life for options qualifying for treatment due to the limited history the Company currently has with option exercise activity. The risk-free interest rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date.
96
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
Total stock-based compensation expense related to stock options was $7,920, $3,039 and $3,610 (including $0, $70 and $78 from discontinued operations) for the years ended December 31, 2014, 2013 and 2012, respectively.
At December 31, 2014, there was approximately $6,902 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.29 years. The total fair value of stock options vested during the years ended December 31, 2014, 2013 and 2012 was $4,328, $3,668 and $3,014, respectively.
2014 Employee Stock Purchase Plan
The Company’s directors adopted, and the stockholders subsequently approved, the ESPP. The ESPP, which became effective immediately upon the signing of the underwriting agreement related to the IPO on March 27, 2014, authorizes the issuance of 500,000 shares of the Company’s common stock pursuant to purchase rights granted to employees. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year from January 1, 2015 through January 1, 2024 by the least of (a) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, (b) 400,000 shares and (c) a number determined by the Board of Directors that is less than (a) and (b). Unless otherwise determined by the Board of Directors, common stock will be purchased for participating employees at a price per share equal to the lower of (a) 85% of the fair market value of a share of the common stock on the first date of an offering, or (b) 85% of the fair market value of a share of the common stock on the date of purchase. Generally, all regular employees may participate in the ESPP and may contribute, through payroll deductions, up to 15% of their earnings toward the purchase of common stock under the ESPP. Under the terms of the ESPP, there are defined limitations as to the amount and value of common stock that can be purchased by each employee.
For the year ended December 31, 2014, employees purchased 138,184 shares for $1,592 under the ESPP, and charges incurred under the ESPP totaled $1,180. As of December 31, 2014, 361,816 shares of common stock were reserved for future issuance under the ESPP.
12. Income Taxes
The provision (benefit) from continuing operations for income taxes consists of the following:
| | | | | | |
| | 2014 | | 2013 | | 2012 |
Federal | | | $ | | 250 | | | | $ | | — | | | | $ | | — | |
State | | | | 110 | | | | | 95 | | | | | 62 | |
Foreign | | | | 45 | | | | | 45 | | | | | 33 | |
| | | | | | |
Total current | | | | 405 | | | | | 140 | | | | | 95 | |
| | | | | | |
Federal | | | | (7,058 | ) | | | | | 749 | | | | | 749 | |
State | | | | (2,013 | ) | | | | | 213 | | | | | 182 | |
| | | | | | |
Total deferred | | | | (9,071 | ) | | | | | 962 | | | | | 931 | |
| | | | | | |
Total | | | $ | | (8,666 | ) | | | | $ | | 1,102 | | | | $ | | 1,026 | |
| | | | | | |
The current income tax provision for the years ended December 31, 2014, 2013 and 2012 consisted of federal and state income taxes and foreign taxes. For the year ended December 31, 2014, the deferred income tax benefit includes a one-time tax benefit of $10,033 associated with the remeasurement of the valuation allowances against the Company’s deferred tax assets related to the DD acquisition (see Note 3), partially offset by a deferred tax charge relating to the basis differences in indefinite-lived intangible assets that cannot be offset by current year deferred tax
97
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
assets. For the years ended December 31, 2013 and 2012, the deferred income tax charge relates to basis differences in indefinite-lived intangible assets that cannot be offset by current and prior year deferred tax assets.
The significant components of the Company’s deferred tax assets (liabilities) were as follows:
| | | | |
| | December 31, |
| | 2014 | | 2013 |
Deferred tax assets: | | | | |
Net operating loss carryforwards | | | $ | | 40,899 | | | | $ | | 44,856 | |
Allowance for doubtful accounts | | | | 258 | | | | | 148 | |
Intangible and other assets | | | | 1,595 | | | | | 1,569 | |
Deferred revenue | | | | 190 | | | | | 304 | |
Stock-based compensation | | | | 9,504 | | | | | 7,886 | |
Accrued expenses and other | | | | 4,038 | | | | | 4,348 | |
AMT credit | | | | 250 | | | | | — | |
Depreciation | | | | 1,722 | | | | | 530 | |
| | | | |
Total deferred tax assets | | | | 58,456 | | | | | 59,641 | |
Valuation allowance | | | | (46,577 | ) | | | | | (57,169 | ) | |
| | | | |
Net deferred tax assets | | | | 11,879 | | | | | 2,472 | |
| | | | |
Deferred tax liabilities: | | | | |
Depreciation | | | | (69 | ) | | | | | — | |
Goodwill | | | | (6,028 | ) | | | | | (5,066 | ) | |
Intangible and other assets | | | | (11,799 | ) | | | | | (2,472 | ) | |
| | | | |
Total deferred tax liabilities | | | | (17,896 | ) | | | | | (7,538 | ) | |
| | | | |
Net deferred tax liabilities | | | $ | | (6,017 | ) | | | | $ | | (5,066 | ) | |
| | | | |
The Company has provided a valuation allowance against deferred tax assets to the extent the Company has determined that it is more likely than not that such net deferred tax assets will not be realized. In determining realizability, the Company considered numerous factors including historical profitability and reversing temporary differences, exclusive of indefinite-lived intangibles. The Company’s net deferred tax liabilities increased by $951 in 2014 due primarily to basis differences in indefinite-lived intangible assets that cannot be offset by current year deferred tax assets.
At December 31, 2014, the Company had approximately $107,000 of U.S. federal and state net operating loss (“NOL”) carryforwards available to offset future taxable income. The U.S. federal NOL carryforwards will expire from 2020 through 2033. The full utilization of these losses in the future is dependent upon the Company’s ability to generate taxable income and may also be limited due to ownership changes, as defined under the provisions of Section 382 of the Internal Revenue Code, as amended. The Company’s NOL carryforwards at December 31, 2014 include $7,433 of income tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting, which will be reflected as a credit to additional paid-in-capital as realized.
The difference between the tax provision computed at the statutory rate and the tax provision recorded by the Company primarily relates to the release of the valuation allowance resulting from the DD acquisition. A reconciliation between the statutory rate and the effective tax rate for the years ended December 31, 2014, 2013 and 2012 is as follows:
98
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
| | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
Provision (benefit) at statutory rate | | | $ | | 1,406 | | | | $ | | (4,163 | ) | | | | $ | | (6,360 | ) | |
Permanent items | | | | 885 | | | | | 311 | | | | | 236 | |
State taxes | | | | (1,228 | ) | | | | | 210 | | | | | 159 | |
Changes in valuation allowance | | | | (9,729 | ) | | | | | 4,744 | | | | | 6,991 | |
| | | | | | |
Total (benefit) provision | | | $ | | (8,666 | ) | | | | $ | | 1,102 | | | | $ | | 1,026 | |
| | | | | | |
As of December 31, 2014, 2013 and 2012, there were no unrecognized tax benefits.
The Company is subject to taxation in the U.S. and various state, local and foreign jurisdictions. In March 2014, an audit of the Company’s U.S. Federal tax return for the year ended December 31, 2011 commenced. As of December 31, 2014, none of the Company’s other tax returns have been examined by any income taxing authority. The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The Company is not subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for the years prior to 2010. However, to the extent U.S. federal and state NOL carryforwards are utilized, the use of NOLs could be subject to examination by the tax authorities. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on assessment of many factors, including past experience and interpretations of tax law. The Company regularly assesses the adequacy of its income tax contingencies in accordance with ASC 740. As a result, the Company may adjust its income tax contingency liabilities for the impact of new facts and developments, such as changes in interpretations of relevant tax law and assessments from taxing authorities.
13. Commitments and Contingencies
Operating Leases
The Company is a party to certain non-cancellable operating leases for office space. The future minimum lease commitments for these leases, which expire on various dates through 2023, net of related aggregate sublease rentals, are as follows as of December 31, 2014:
| | |
2015 | | | $ | | 4,042 | |
2016 | | | | 3,782 | |
2017 | | | | 3,532 | |
2018 | | | | 3,328 | |
2019 | | | | 3,419 | |
Thereafter | | | | 14,915 | |
Sublease rentals | | | | (2,068 | ) | |
| | |
Net lease commitments | | | $ | | 30,950 | |
| | |
Rent expense was approximately $3,625, $3,377 and $3,009, net of sublease income of $427, $102 and $78, for the years ended December 31, 2014, 2013 and 2012, respectively.
Minimum Guaranteed Payments
The Company has entered into certain agreements with website partners, pursuant to which the Company is required to pay minimum guaranteed payments over the term of the agreement, regardless of revenue generated by the Company. Future minimum guaranteed payments as of December 31, 2014, are as follows:
99
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
| | |
2015 | | | $ | | 19,095 | |
2016 | | | | 13,934 | |
2017 | | | | 12,257 | |
2018 | | | | 12,135 | |
2019 | | | | 12,322 | |
Thereafter | | | | 22,889 | |
| | |
Total | | | $ | | 92,632 | |
| | |
Certain minimum guaranteed payments with respect to these agreements are subject to reductions if specified performance metrics are not maintained by the other party.
Contingency
The Company is subject to certain claims that have arisen in the ordinary conduct of business. Based on the advice of counsel and an assessment of the nature and status of any potential claim, and taking into account any accruals the Company may have established for them, the Company currently believes that any liabilities ultimately resulting from such claims will not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
14. Benefit Plan
The Company sponsors a defined contribution 401(k) plan covering all eligible employees, which is subject to the provisions of the Employee Retirement Income Security Act of 1974. Participants of the plan may make annual contributions up to the applicable IRS limit. The Company initiated a matching contribution to the plan commencing in 2011, for which the Company expensed $487, $409 and $339 during the years ended December 31, 2014, 2013 and 2012, respectively.
15. Related-Party Transactions
During the years ended December 31, 2013 and 2012, a consulting firm wholly-owned by one of the Company’s directors provided sales consulting services to the Company totaling $142 and $554, respectively. During the year ended December 31, 2012, the Company engaged a financial advisory firm to assist with certain financing initiatives for fees totaling $630. One of the Company’s directors was the executive chairman of the financial advisory firm until December 31, 2012.
100
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
16. Supplemental Disclosure of Cash Flow Information
Supplemental information related to the consolidated statements of cash flows is summarized below:
| | | | | | |
| | Year Ended December 31, |
| | 2014 | | 2013 | | 2012 |
Supplemental disclosure of cash flow information: | | | | | | |
Interest paid | | | $ | | 3,734 | | | | $ | | 6,173 | | | | $ | | 3,464 | |
| | | | | | |
Income taxes paid | | | | 341 | | | | | 73 | | | | | 55 | |
| | | | | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | |
Issuance of common stock for acquired business | | | $ | | 919 | | | | $ | | 2,921 | | | | $ | | 700 | |
| | | | | | |
Warrants issued in connection with credit facilities | | | $ | | — | | | | $ | | 149 | | | | $ | | 3,452 | |
| | | | | | |
Warrants issued in connection with website partner agreement | | | $ | | 1,131 | | | | $ | | — | | | | $ | | — | |
| | | | | | |
Capital lease obligations incurred | | | $ | | 466 | | | | $ | | 879 | | | | $ | | 869 | |
| | | | | | |
Amounts due from stock option exercises | | | $ | | 43 | | | | $ | | 688 | | | | $ | | — | |
| | | | | | |
17. Subsequent Events
The Company has completed an evaluation of all subsequent events through the issuance date of these financial statements and concluded that no subsequent events occurred that required recognition to the financial statements or disclosures in the notes to the consolidated financial statements.
101
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
18. Quarterly Financial Data (unaudited)
The following tables summarize the quarterly financial data for the years ended December 31, 2014 and 2013:
| | | | | | | | |
| | 2014 |
| | First
quarter | | Second
quarter | | Third
quarter | | Fourth
quarter |
Revenues | | | | | | | | |
Advertising and sponsorship revenues | | | $ | | 32,692 | | | | $ | | 36,882 | | | | $ | | 37,910 | | | | $ | | 58,981 | |
Premium services revenues | | | | 4,813 | | | | | 4,565 | | | | | 4,414 | | | | | 4,068 | |
| | | | | | | | |
Total revenues | | | | 37,505 | | | | | 41,447 | | | | | 42,324 | | | | | 63,049 | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
Cost of revenues | | | | 11,421 | | | | | 10,961 | | | | | 11,006 | | | | | 15,908 | |
Sales and marketing | | | | 10,220 | | | | | 12,216 | | | | | 12,213 | | | | | 13,956 | |
Product development | | | | 10,762 | | | | | 10,805 | | | | | 10,886 | | | | | 12,088 | |
General and administrative | | | | 6,595 | | | | | 7,126 | | | | | 7,504 | | | | | 8,816 | |
| | | | | | | | |
Total operating expenses | | | | 38,998 | | | | | 41,108 | | | | | 41,609 | | | | | 50,768 | |
| | | | | | | | |
Income (loss) from operations | | | | (1,493 | ) | | | | | 339 | | | | | 715 | | | | | 12,281 | |
Interest expense, net | | | | (1,863 | ) | | | | | (585 | ) | | | | | (500 | ) | | | | | (763 | ) | |
Other expense | | | | (4,114 | ) | | | | | — | | | | | — | | | | | — | |
| | | | | | | | |
Income (loss) from continuing operations before provision for income taxes | | | | (7,470 | ) | | | | | (246 | ) | | | | | 215 | | | | | 11,518 | |
Benefit (provision) for income taxes | | | | (289 | ) | | | | | (349 | ) | | | | | (365 | ) | | | | | 9,669 | |
| | | | | | | | |
Net income (loss) | | | | (7,759 | ) | | | | | (595 | ) | | | | | (150 | ) | | | | | 21,187 | |
Series G preferred stock deemed dividend | | | | — | | | | | (8,079 | ) | | | | | — | | | | | — | |
| | | | | | | | |
Net income (loss) attributable to common stockholders | | | $ | | (7,759 | ) | | | | $ | | (8,674 | ) | | | | $ | | (150 | ) | | | | $ | | 21,187 | |
| | | | | | | | |
Net income (loss) attributable to common stockholders per common share: | | | | | | | | |
Basic | | | $ | | (1.44 | ) | | | | $ | | (0.29 | ) | | | | $ | | (0.00 | ) | | | | $ | | 0.68 | |
| | | | | | | | |
Diluted | | | $ | | (1.44 | ) | | | | $ | | (0.29 | ) | | | | $ | | (0.00 | ) | | | | $ | | 0.64 | |
| | | | | | | | |
Weighted-average common shares outstanding: | | | | | | | | |
Basic | | | | 5,403,846 | | | | | 29,802,970 | | | | | 30,404,529 | | | | | 31,076,588 | |
Diluted | | | | 5,403,846 | | | | | 29,802,970 | | | | | 30,404,529 | | | | | 32,977,544 | |
102
Everyday Health, Inc.
Notes to Consolidated Financial Statements—(Continued)
(in thousands, except share and per share data)
| | | | | | | | |
| | 2013 |
| | First
quarter | | Second
quarter | | Third
quarter | | Fourth
quarter |
Revenues | | | | | | | | |
Advertising and sponsorship revenues | | | $ | | 25,380 | | | | $ | | 31,819 | | | | $ | | 29,662 | | | | $ | | 48,032 | |
Premium services revenues | | | | 5,124 | | | | | 5,379 | | | | | 5,392 | | | | | 5,062 | |
| | | | | | | | |
Total revenues | | | | 30,504 | | | | | 37,198 | | | | | 35,054 | | | | | 53,094 | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
Cost of revenues | | | | 9,835 | | | | | 10,826 | | | | | 9,620 | | | | | 13,057 | |
Sales and marketing | | | | 9,061 | | | | | 11,860 | | | | | 10,814 | | | | | 12,650 | |
Product development | | | | 10,160 | | | | | 10,700 | | | | | 10,656 | | | | | 12,243 | |
General and administrative | | | | 6,539 | | | | | 6,191 | | | | | 6,462 | | | | | 8,270 | |
| | | | | | | | |
Total operating expenses | | | | 35,595 | | | | | 39,577 | | | | | 37,552 | | | | | 46,220 | |
(Loss) income from operations | | | | (5,091 | ) | | | | | (2,379 | ) | | | | | (2,498 | ) | | | | | 6,874 | |
Interest expense, net | | | | (2,129 | ) | | | | | (2,015 | ) | | | | | (2,125 | ) | | | | | (2,173 | ) | |
Other expense | | | | — | | | | | — | | | | | — | | | | | (359 | ) | |
| | | | | | | | |
(Loss) income from continuing operations before provision for income taxes | | | | (7,220 | ) | | | | | (4,394 | ) | | | | | (4,623 | ) | | | | | 4,342 | |
Provision for income taxes | | | | (264 | ) | | | | | (247 | ) | | | | | (311 | ) | | | | | (280 | ) | |
| | | | | | | | |
(Loss) income from continuing operations | | | | (7,484 | ) | | | | | (4,641 | ) | | | | | (4,934 | ) | | | | | 4,062 | |
Loss from discontinued operations, net of tax | | | | (1,745 | ) | | | | | (1,596 | ) | | | | | (397 | ) | | | | | (1,501 | ) | |
| | | | | | | | |
Net income (loss) | | | $ | | (9,229 | ) | | | | $ | | (6,237 | ) | | | | $ | | (5,331 | ) | | | | $ | | 2,561 | |
| | | | | | | | |
Basic net income (loss) attributable to common stockholders per common share: | | | | | | | | |
Net income (loss) attributable to common stockholders from continuing operations | | | $ | | (1.52 | ) | | | | $ | | (0.92 | ) | | | | $ | | (0.95 | ) | | | | $ | | 0.78 | |
Net loss attributable to common stockholders from discontinued operations, net of tax | | | | (0.35 | ) | | | | | (0.32 | ) | | | | | (0.08 | ) | | | | | (0.29 | ) | |
| | | | | | | | |
Net income (loss) attributable to common stockholders | | | $ | | (1.87 | ) | | | | $ | | (1.24 | ) | | | | $ | | (1.02 | ) | | | | $ | | 0.49 | |
| | | | | | | | |
Diluted net income (loss) attributable to common stockholders per common share: | | | | | | | | |
Net income (loss) attributable to common stockholders from continuing operations | | | $ | | (1.52 | ) | | | | $ | | (0.92 | ) | | | | $ | | (0.95 | ) | | | | $ | | 0.16 | |
Net loss attributable to common stockholders from discontinued operations, net of tax | | | | (0.35 | ) | | | | | (0.32 | ) | | | | | (0.08 | ) | | | | | (0.29 | ) | |
| | | | | | | | |
Net income (loss) attributable to common stockholders | | | $ | | (1.87 | ) | | | | $ | | (1.24 | ) | | | | $ | | (1.02 | ) | | | | $ | | 0.10 | |
| | | | | | | | |
Weighted-average common shares outstanding: | | | | | | | | |
Basic | | | | 4,925,306 | | | | | 5,030,265 | | | | | 5,213,706 | | | | | 5,239,463 | |
Diluted | | | | 4,925,306 | | | | | 5,030,265 | | | | | 5,213,706 | | | | | 25,398,572 | |
103
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2014. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2014, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
104
PART III
The information required by Part III is omitted from this report because we will file a definitive proxy statement within 120 days after the end of our 2014 fiscal year pursuant to Regulation 14A for our 2015 Annual Meeting of Stockholders, or the 2015 Proxy Statement, and the information to be included in the 2015 Proxy Statement is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
(1) The information required by this Item concerning our executive officers and our directors and nominees for director, including information with respect to our audit committee and audit committee financial expert, may be found under the section entitled “Proposal No. 1—Election of Directors” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
(2) The information required by this Item concerning our code of ethics may be found under the section entitled “Proposal No. 1—Election of Directors—Code of Ethics” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
(3) The information required by this Item concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 may be found in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item may be found under the sections entitled “Proposal No. 1—Election of Directors—Director Compensation” and “Compensation of Executive Officers” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
(1) The information required by this Item with respect to security ownership of certain beneficial owners and management may be found under the section entitled “Security Ownership of Certain Beneficial Owners and Management” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
(2) The information required by this Item with respect to securities authorized for issuance under our equity compensation plans may be found under the sections entitled “Equity Compensation Plan Information” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
(1) The information required by this Item concerning related party transactions may be found under the section entitled “Certain Relationships and Related Party Transactions” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
(2) The information required by this Item concerning director independence may be found under the section entitled “Proposal No. 1—Election of Directors” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item may be found under the section entitled “Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm” appearing in the 2015 Proxy Statement. Such information is incorporated herein by reference.
105
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
|
| | (1) | | Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm |
|
| | (2) | | Consolidated Financial Statement Schedules |
|
| | | | Financial Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. |
|
| | (3) | | Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K). |
(b) Exhibits
| | | | | | | | | | | | | |
Exhibit
No. | | Description | | Incorporated by Reference | | Filed
Herewith |
| | Form | | File No. | | Exhibit | | Filing Date |
2.1 | | Agreement and Plan of Merger, dated as of November 10, 2014, by and among the Registrant, DRD Acquisition Corp., DoctorDirectory.com, Inc. and Clifford Donnelly, as the Interested Holders Representative. | | 8-K | | 001-36371 | | 2.1 | | November 12, 2014 | | |
3.1 | | Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. | | 8-K | | 001-36371 | | 3.1 | | April 7, 2014 | | |
3.2 | | Amended and Restated Bylaws of the Registrant, as currently in effect. | | S-1 | | 333-194097 | | 3.4 | | February 24, 2014 | | |
4.1 | | Form of the Registrant Common Stock Certificate. | | S-1 | | 333-194097 | | 4.1 | | February 24, 2014 | | |
4.2 | | Sixth Amended and Restated Stockholder Rights Agreement, by and between the Registrant and the investors listed on Schedule A thereto, key holders listed on Schedule B thereto and other holders listed on Schedule C thereto, dated as of November 10, 2010. | | S-1 | | 333-194097 | | 4.2 | | February 24, 2014 | | |
4.3 | | Warrant to Purchase Shares of Series F Preferred Stock issued to Compass Horizon Funding Company LLC, dated October 8, 2009. | | S-1 | | 333-194097 | | 4.5 | | February 24, 2014 | | |
4.4 | | Warrant to Purchase Common Stock issued to Mayo Foundation for Medical Education and Research, dated March 12, 2014. | | S-1 | | 333-194097 | | 4.13 | | February 24, 2014 | | |
| | | | | | | | | | | | |
106
| | | | | | | | | | | | |
Exhibit
No. | | Description | | Incorporated by Reference | | Filed
Herewith |
| | Form | | File No. | | Exhibit | | Filing Date |
10.1 | | Amended and Restated Credit Agreement, dated as of November 10, 2014, by and among the Registrant, Silicon Valley Bank, as Administrative Agent, certain of the Registrant’s wholly-owned subsidiaries and the other lenders party thereto. | | 8-K | | 001-36371 | | 10.1 | | November 12, 2014 | | |
10.2* | | 2003 Stock Option Plan, as amended, and related documents. | | S-1 | | 333-194097 | | 10.1 | | February 24, 2014 | | |
10.2.1* | | Amendment to 2003 Stock Option Plan, dated March 22, 2013. | | S-1 | | 333-194097 | | 10.1.1 | | February 24, 2014 | | |
10.2.2* | | Amendment to 2003 Stock Option Plan, dated March 12, 2014. | | S-1 | | 333-194097 | | 10.1.2 | | February 24, 2014 | | |
10.3* | | 2014 Equity Incentive Plan and related documents. | | S-1 | | 333-194097 | | 10.2 | | February 24, 2014 | | |
10.4* | | Everyday Health, Inc. 2014 Employee Stock Purchase Plan. | | S-1 | | 333-194097 | | 10.14 | | February 24, 2014 | | |
10.5 | | Agreement of Lease between the Registrant and the Rector, Church-Wardens and Vestrymen of the Trinity Church in the City of New York, dated as of August 26, 2009. | | S-1 | | 333-194097 | | 10.3 | | February 24, 2014 | | |
10.5.1 | | First Amendment to Lease, dated as of February 22, 2010. | | S-1 | | 333-194097 | | 10.3.1 | | February 24, 2014 | | |
10.5.2 | | Second Amendment to Lease, dated as of May 1, 2010. | | S-1 | | 333-194097 | | 10.3.2 | | February 24, 2014 | | |
10.5.3 | | Third Amendment to Lease, dated as of May 31, 2011. | | S-1 | | 333-194097 | | 10.3.3 | | February 24, 2014 | | |
10.5.4 | | Fourth Amendment to Lease, dated as of April 1, 2012. | | S-1 | | 333-194097 | | 10.3.4 | | February 24, 2014 | | |
10.6* | | Form of Indemnification Agreement to be entered into with each director of the Registrant. | | S-1 | | 333-194097 | | 10.4 | | February 24, 2014 | | |
10.7* | | Employment Agreement between the Registrant and Benjamin Wolin, dated November 22, 2010. | | S-1 | | 333-194097 | | 10.7 | | February 24, 2014 | | |
10.8* | | Agreement between the Registrant and Michael Keriakos, dated December 19, 2013. | | S-1 | | 333-194097 | | 10.8.1 | | February 24, 2014 | | |
10.9* | | Employment Agreement between the Registrant and Brian Cooper, dated November 22, 2010. | | S-1 | | 333-194097 | | 10.9 | | February 24, 2014 | | |
10.10* | | Offer Letter between the Registrant and Alan Shapiro, dated October 18, 2007. | | S-1 | | 333-194097 | | 10.10 | | February 24, 2014 | | |
10.11* | | Offer Letter between the Registrant and Paul Slavin, dated August 17, 2011. | | S-1 | | 333-194097 | | 10.11 | | February 24, 2014 | | |
| | | | | | | | | | | | |
107
| | | | | | | | | | | | |
Exhibit
No. | | Description | | Incorporated by Reference | | Filed
Herewith |
| | Form | | File No. | | Exhibit | | Filing Date |
10.11.1* | | Amendment to Offer Letter between the Registrant and Paul Slavin, dated February 25, 2013. | | S-1 | | 333-194097 | | 10.11.1 | | February 24, 2014 | | |
10.12* | | Agreement with Myrtle Potter & Company, LLC, dated May 1, 2011. | | S-1 | | 333-194097 | | 10.13 | | February 24, 2014 | | |
10.12.1* | | Agreement with Myrtle Potter & Company, LLC, dated September 10, 2012. | | S-1 | | 333-194097 | | 10.13.1 | | February 24, 2014 | | |
10.12.2* | | Agreement with Myrtle Potter & Company, LLC, dated September 14, 2012. | | S-1 | | 333-194097 | | 10.13.2 | | February 24, 2014 | | |
10.13 | | Loan and Security Agreement with Silicon Valley Bank, dated as of September 22, 2010. | | S-1 | | 333-194097 | | 10.5 | | February 24, 2014 | | |
10.13.1 | | First Loan Modification Agreement with Silicon Valley Bank, dated as of April 27, 2011. | | S-1 | | 333-194097 | | 10.5.1 | | February 24, 2014 | | |
10.13.2 | | Joinder Agreement with respect to Loan and Security Agreement with Silicon Valley Bank, dated as of July 8, 2011. | | S-1 | | 333-194097 | | 10.5.2 | | February 24, 2014 | | |
10.13.3 | | Second Loan Modification Agreement with Silicon Valley Bank, dated as of December 21, 2011. | | S-1 | | 333-194097 | | 10.5.3 | | February 24, 2014 | | |
10.13.4 | | Third Loan Modification Agreement with Silicon Valley Bank, dated as of August 10, 2012. | | S-1 | | 333-194097 | | 10.5.4 | | February 24, 2014 | | |
10.13.5 | | Fourth Loan Modification Agreement with Silicon Valley Bank, dated as of October 22, 2012. | | S-1 | | 333-194097 | | 10.5.5 | | February 24, 2014 | | |
10.13.6 | | Fifth Loan Modification Agreement with Silicon Valley Bank, dated as of September 23, 2013. | | S-1 | | 333-194097 | | 10.5.6 | | February 24, 2014 | | |
10.13.7 | | Sixth Loan Modification Agreement with Silicon Valley Bank, dated as of November 14, 2013. | | S-1 | | 333-194097 | | 10.5.7 | | February 24, 2014 | | |
10.14 | | Subordinated Loan and Security Agreement with Silicon Valley Bank and Silver Lake Waterman Fund, L.P., dated as of October 22, 2012. | | S-1 | | 333-194097 | | 10.6 | | February 24, 2014 | | |
10.14.1 | | First Loan Modification Agreement with Silicon Valley Bank and Silver Lake Waterman Fund, L.P., dated as of November 14, 2013. | | S-1 | | 333-194097 | | 10.6.1 | | February 24, 2014 | | |
21.1 | | List of Subsidiaries. | | | | | | | | | | X |
23.1 | | Consent of Ernst & Young LLP, independent registered public accounting firm. | | | | | | | | | | X |
108
| | | | | | | | | | | | |
Exhibit
No. | | Description | | Incorporated by Reference | | Filed
Herewith |
| | Form | | File No. | | Exhibit | | Filing Date |
31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | | | | | | | | | | X |
31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | | | | | | | | | | X |
32.1+ | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | X |
32.2+ | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | X |
101.INS | | XBRL Instance Document. | | | | | | | | | | X |
101.SCH | | XBRL Taxonomy Extension Schema. | | | | | | | | | | X |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase. | | | | | | | | | | X |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase. | | | | | | | | | | X |
101.LAB | | XBRL Taxonomy Extension Label Linkbase. | | | | | | | | | | X |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase. | | | | | | | | | | X |
|
| | * | | Indicates a management contract or compensatory plan or arrangement. |
|
| | + | | These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
109
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| | | | |
| | EVERYDAY HEALTH, INC. |
Date: March 5, 2015 | | By: | | /S/ BENJAMIN WOLIN |
| | | |
| | | | Benjamin Wolin
Chief Executive Officer & Director
(Principal Executive Officer) |
Date: March 5, 2015 | | By: | | /S/ BRIAN COOPER |
| | | |
| | | | Brian Cooper
Executive Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | | Title | | Date |
|
/S/ BENJAMIN WOLIN (Benjamin Wolin) | | Chief Executive Officer & Director (Principal Executive Officer) | | March 5, 2015 |
| |
/S/ BRIAN COOPER (Brian Cooper) | | Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) | | March 5, 2015 |
| |
/S/ DOUGLAS MCCORMICK (Douglas McCormick) | | Director | | March 5, 2015 |
| |
/S/ DANA L. EVAN (Dana L. Evan) | | Director | | March 5, 2015 |
| |
/S/ DAVID GOLDEN (David Golden) | | Director | | March 5, 2015 |
| |
/S/ HABIB KAIROUZ (Habib Kairouz) | | Director | | March 5, 2015 |
| |
/S/ MYRTLE POTTER (Myrtle Potter) | | Director | | March 5, 2015 |
| |
/S/ SHARON WIENBAR (Sharon Wienbar) | | Director | | March 5, 2015 |
110
