Everyday Health, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Everyday Health, Inc.	t1600679_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Everyday Health, Inc.	t1600679_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Everyday Health, Inc.	t1600679_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Everyday Health, Inc.	t1600679_ex31-1.htm
EX-10.1 - EXHIBIT 10.1 - Everyday Health, Inc.	t1600679_ex10-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36371

Everyday Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware		80-0036062
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

345 Hudson Street, 16th Floor New York, NY		10014
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 728-9500

(former name, former address and former fiscal year, if changed since last report)

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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the Registrant’s common stock, $0.01 par value per share, on November 7, 2016, was 33,786,416.

EVERYDAY HEALTH, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2016

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION		1
ITEM 1. Financial Statements:		1
Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015		1
Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (Unaudited)		2
Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2016 (Unaudited)		3
Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (Unaudited)		4
Notes to Consolidated Financial Statements (Unaudited)		5
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		25
ITEM 4. Controls and Procedures		25
PART II. OTHER INFORMATION		25
ITEM 1. Legal Proceedings		25
ITEM 1A. Risk Factors		25
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
ITEM 3. Defaults Upon Senior Securities		27
ITEM 4. Mine Safety Disclosures		27
ITEM 5. Other Information		27
ITEM 6. Exhibits		28
SIGNATURES		29

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EVERYDAY HEALTH, INC.

Consolidated Balance Sheets

(in thousands, except share and per share data)

	September 30, 2016 (unaudited)			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	22,075		$	30,097
Accounts receivable, net of allowance for doubtful accounts of $648 and $909 as of September 30, 2016 and December 31, 2015, respectively		67,143			90,356
Prepaid expenses and other current assets		8,078			4,662
Total current assets		97,296			125,115
Property and equipment, net		34,952			28,565
Goodwill		165,099			165,271
Intangible assets, net		39,775			43,746
Other assets		4,388			5,013
Total assets	$	341,510		$	367,710

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	45,137		$	38,563
Deferred revenue		7,475			8,655
Current portion of long-term debt		6,775			6,775
Other current liabilities		891			11,890
Total current liabilities		60,278			65,883
Long-term debt, net of deferred financing costs		107,708			102,393
Deferred tax liabilities		9,082			7,570
Other long-term liabilities		4,797			11,595
Stockholders’ equity:
Preferred stock, $0.01 par value: 10,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.01 par value: 90,000,000 shares authorized at September 30, 2016 and December 31, 2015; 33,537,082 and 32,707,606 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively		335			327
Treasury stock		(55	)		(55	)
Additional paid-in capital		320,931			310,727
Accumulated deficit		(161,566	)		(130,730	)
Total stockholders’ equity		159,645			180,269
Total liabilities and stockholders’ equity	$	341,510		$	367,710

See accompanying notes to consolidated financial statements.

EVERYDAY HEALTH, INC.

Consolidated Statements of Operations

(in thousands, except share and per share data, unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015
Revenues:
Advertising and sponsorship revenues	$	55,468		$	49,630		$	160,274		$	136,193
Premium services revenues		3,927			4,684			11,952			14,100
Total revenues		59,395			54,314			172,226			150,293
Operating expenses:
Cost of revenues		15,844			15,637			51,636			43,639
Sales and marketing		20,410			18,531			61,879			52,289
Product development		15,013			14,163			45,923			38,952
General and administrative		11,718			10,010			36,916			29,887
Total operating expenses		62,985			58,341			196,354			164,767
Loss from operations		(3,590	)		(4,027	)		(24,128	)		(14,474	)
Interest expense, net		(1,648	)		(1,429	)		(4,918	)		(3,808	)
Loss before provision for income taxes		(5,238	)		(5,456	)		(29,046	)		(18,282	)
Provision for income taxes		(542	)		(7,262	)		(1,790	)		(810	)
Net loss	$	(5,780	)	$	(12,718	)	$	(30,836	)	$	(19,092	)

Net loss per common share - basic and diluted	$	(0.17	)	$	(0.40	)	$	(0.93	)	$	(0.60	)

Weighted-average common shares outstanding - basic and diluted		33,458,212			32,138,214			33,184,814			31,807,776

See accompanying notes to consolidated financial statements.

EVERYDAY HEALTH, INC.

Consolidated Statement of Stockholders’ Equity

(in thousands, except share data, unaudited)

	Common Stock				Treasury Stock			Additional						Total
								Paid-in			Accumulated			Stockholders’
	Shares		Amount		Amount			Capital			Deficit			Equity

Balance at December 31, 2015		32,707,606	$	327	$	(55	)	$	310,727		$	(130,730	)	$	180,269
Exercise of stock options		85,646		—		—			494			—			494
Common stock issued for settlement
of restricted stock units, net of 368,111 shares withheld to satisfy income tax withholding obligations		567,238		6		—			(2,111	)		—			(2,105	)
Issuance of common stock in connection
with employee stock purchase plan		176,592		2		—			901			—			903
Stock-based compensation expense		—		—		—			10,846			—			10,846
Excess tax benefit on stock-based awards		—		—		—			74			—			74
Net loss		—		—		—			—			(30,836	)		(30,836	)
Balance at September 30, 2016		33,537,082	$	335	$	(55	)	$	320,931		$	(161,566	)	$	159,645

See accompanying notes to consolidated financial statements.

EVERYDAY HEALTH, INC.

Consolidated Statements of Cash Flows

(in thousands, unaudited)

	Nine months ended September 30,
	2016			2015
Cash flows from operating activities
Net loss	$	(30,836	)	$	(19,092	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		17,086			15,157
Stock-based compensation		10,846			8,216
Amortization of deferred financing costs		465			396
Provision for doubtful accounts		—			176
Provision for deferred income taxes		1,513			440
Asset impairment charge		—			1,416
Changes in operating assets and liabilities:
Accounts receivable		23,213			9,700
Prepaid expenses and other current assets		(3,100	)		(1,125	)
Accounts payable and accrued expenses		350			(1,934	)
Deferred revenue		(1,180	)		2,334
Other current liabilities		90			1,862
Other long-term liabilities		(227	)		1,724
Net cash provided by operating activities		18,220			19,270
Cash flows from investing activities
Additions to property and equipment, net		(17,549	)		(10,276	)
Payment for businesses purchased, net of cash acquired		(11,078	)		(47,316	)
Purchase of intangible assets		(652	)		—
Payment of security deposits and other assets		598			125
Net cash used in investing activities		(28,681	)		(57,467	)
Cash flows from financing activities
Proceeds from the exercise of stock options		206			1,881
Borrowings under revolver credit facility		15,000			25,000
Repayment of principal under revolver credit facility		—			(10,000	)
Borrowings under term loan facility		—			8,500
Repayment of principal under term loan facility		(9,576	)		(1,597	)
Principal payments on capital lease obligations		(585	)		(521	)
Payments of credit facility financing costs		(575	)		(735	)
Tax withholdings related to net share settlements of RSUs		(2,105	)		(10	)
Excess tax benefit on stock-based awards		74			—
Net cash provided by financing activities		2,439			22,518
Net decrease in cash and cash equivalents		(8,022	)		(15,679	)
Cash and cash equivalents, beginning of period		30,097			50,729
Cash and cash equivalents, end of period	$	22,075		$	35,050
Supplemental disclosure of cash flow information
Interest paid	$	4,251		$	2,563
Income taxes paid	$	281		$	176
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock for acquired business	$	—		$	3,893
Due to sellers of acquired business	$	—		$	11,000
Amounts due from stock option exercises	$	288		$	—

See accompanying notes to consolidated financial statements.

EVERYDAY HEALTH, INC.

Notes to Consolidated Financial Statements (Unaudited)

(in thousands, except share and per share data)

1. Business

Everyday Health, Inc. (the “Company”) operates a leading digital marketing and communications platform for healthcare marketers seeking to engage and influence consumers and healthcare professionals. The Company was incorporated in the State of Delaware in January 2002 as Agora Media Inc., and changed its name to Waterfront Media Inc. in January 2004. In January 2010, the Company changed its name to Everyday Health, Inc. to better align its corporate identity with the Everyday Health brand.

2. Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. The results of operations for companies acquired are included in the consolidated financial statements from the effective date of the acquisition. All significant intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the audited consolidated financial statements for the year ended December 31, 2015 and, in the opinion of management, include all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods ended September 30, 2016 and 2015. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future periods, due to seasonality and other business factors. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2015, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2016.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience, current business factors and other available information. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition and deferred revenue, allowance for doubtful accounts, internal software development costs and website development costs, valuation of long-lived assets, goodwill and other intangible assets, certain accrued liabilities, income taxes and stock-based compensation.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the September 30, 2016 presentation.

Revenue Recognition and Deferred Revenue

The Company generates its revenue from (i) advertising and sponsorships and (ii) premium services, including consumer subscriptions, SaaS-based licensing fees and other licensing fees. Advertising revenue is recognized in the period in which the advertisement is delivered. Revenue from sponsorships, which includes time and materials based creative services, is recognized over the period the Company substantially satisfies its contractual obligations as required under the respective sponsorship agreements. When contractual arrangements contain multiple elements, revenue is allocated to each element based on its relative fair value determined using prices charged when elements are sold separately. In instances where individual deliverables are not sold separately, or when third-party evidence is not available, fair value is determined based on management’s best estimate of selling price.

Subscriptions are generally paid in advance on a monthly, quarterly or annual basis. Subscription revenue, after deducting refunds and charge-backs, is recognized on a straight-line basis ratably over the subscription periods. SaaS and other licensing revenue is generally recognized on a straight-line basis ratably over the life of the contract.

Deferred revenue relates to: (i) subscription fees for which amounts have been collected but for which revenue has not been recognized, and (ii) advertising and sponsorship fees and licensing fees billed in advance of when the revenue is to be earned.

Cost of Revenues

Cost of revenues consists principally of the expenses associated with aggregating the total audience across the Company’s websites, including (i) royalty expenses for licensing content for certain websites and for the portion of advertising revenue the Company pays to the owners of certain other websites, and (ii) media costs associated with audience aggregation activities. Cost of revenues also includes market research incentives, direct mail marketing and fulfillment costs, data fees for our SaaS-based platform, as well as out-of-pocket costs related to creative services and costs associated with subscription fees for premium services, ad serving and other expenses.

Media costs consist primarily of fees paid to online publishers, Internet search companies and other media channels for search engine and database marketing, and display advertising. These media activities are attributable to revenue-generating and audience aggregation events, designed to increase the audience to the websites the Company operates and grow the Company’s registered user base.

Comprehensive Loss

The Company has no items of other comprehensive loss, and accordingly net loss is equal to comprehensive loss for all periods presented.

Fair Value of Financial Instruments

Due to their short-term maturities, the carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value. Cash equivalents principally consist of the Company’s investment in U.S. Treasury securities and other highly liquid money market funds. The fair value of these investment funds is based on quoted market prices, which are Level 1 inputs, pursuant to the fair value accounting standard, which establishes a framework for measuring fair value and requires disclosures about fair value measurements by establishing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value of the Company’s debt approximates the recorded amounts as the interest rates on the credit facilities are based on market interest rates.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to five years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or the estimated useful life of the improvement.

The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the application development phase, consisting principally of payroll and related benefits, are capitalized. Upon completion, the capitalized costs are amortized using the straight-line method over their estimated useful lives, which is generally three years.

The Company also incurs costs to develop its websites and mobile applications. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the application development phase, consisting principally of third-party consultants and related charges, and the costs of content determined to provide a future economic benefit, are capitalized. Upon completion, the capitalized costs are amortized using the straight-line method over their estimated useful lives, which is generally three years.

The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. There were no indicators of impairment of the Company’s property and equipment during the nine months ended September 30, 2016. During the three and nine months ended September 30, 2015, an impairment charge of $1,416 was recorded related to certain software development projects which the Company decided not to move forward with. The $1,416 charge is included in product development expense in the accompanying consolidated statements of operations.

Segment Information

The Company and its subsidiaries are organized in a single operating segment, providing digital health marketing and communications solutions, and the Company also has one reportable segment. Substantially all of the Company’s revenues are derived from U.S. sources.

Recent Accounting Standards

In April 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance for reporting discontinued operations. Under the new guidance, only disposals that represent a strategic shift having a material impact on an entity’s operations and financial results shall be reported as discontinued operations, with expanded disclosures. The Company adopted this amended guidance as of January 1, 2016, noting no impact on the Company’s consolidated financial statements and related disclosures.

In May 2014, the FASB issued an accounting standards update amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company is continuing to evaluate its method of adoption and the impact this accounting standard, and related amendments and interpretations, will have on the Company’s consolidated financial statements.

In June 2014, the FASB issued updated guidance on stock compensation accounting requiring that a performance target that affects vesting and could be achieved after the requisite service period should be treated as a performance condition. Historically GAAP did not contain explicit guidance on how to account for such share-based payments. The Company adopted this amended guidance as of January 1, 2016, noting no material impact on the Company’s consolidated financial statements and related disclosures.

In April 2015, the FASB issued updated guidance on the presentation of debt issuance costs in financial statements. The new guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. The Company adopted the amendment retrospectively effective January 1, 2016. As a result of the retrospective adoption, the Company reclassified the unamortized deferred financing costs previously recorded in other assets, including $1,998 and $1,888 as of September 30, 2016 and December 31, 2015, respectively, to long-term debt in the Company’s consolidated balance sheets. The adoption of this guidance had no impact on the Company’s consolidated statements of operations.

In April 2015, the FASB issued new authoritative accounting guidance on customer’s accounting for fees paid in a cloud computing arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, it should be accounted for as a service contract. The revised guidance was effective as of January 1, 2016 and is applied prospectively to all arrangements entered into or materially modified after the effective date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In September 2015, the FASB issued updated guidance on business combinations accounting requiring the acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Previously, such adjustments were required to be retrospectively recorded in prior period financial information. The Company adopted this amended guidance as of January 1, 2016, noting no material impact on the Company’s consolidated financial statements and related disclosures.

In November 2015, the FASB issued updated guidance on balance sheet classification of deferred taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted. The Company elected to early adopt this guidance on a retrospective basis beginning in the quarter ended December 31, 2015.

In February 2016, the FASB issued updated guidance on leases which, for operating leases, requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. The Company is currently evaluating the effects of the adoption and has not yet determined the impact the revised guidance will have on the consolidated financial statements and related disclosures.

In March 2016, the FASB issued amended guidance on the accounting for employee share-based payments which requires all excess tax benefits and tax deficiencies to be recognized in the income statement instead of as additional paid-in capital, with prospective application required. The guidance also changes the classification of such tax benefits or tax deficiencies on the consolidated statement of cash flows from a financing activity to an operating activity, with prospective application required. Additionally, the guidance changes the classification of employee taxes paid when an employer withholds shares for tax-withholding purposes on the consolidated statement of cash flows from an operating activity, previously included in the changes in accounts payable, to a financing activity, with retrospective application required. This amended guidance will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier adoption permitted. The Company is currently evaluating the effects of the adoption and has not yet determined the impact the revised guidance will have on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued updated guidance related to the classification of certain cash receipts and cash payments. This guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public entities, the update becomes effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effects of adoption and has not yet determined the impact the revised guidance will have on the consolidated financial statements and related disclosures.

3. Acquisitions

Tea Leaves Health, LLC

In August 2015, the Company acquired 100% of the limited liability company membership interests of Tea Leaves Health, LLC (“Tea Leaves”), a provider of a SaaS-based marketing and analytics platform for hospital systems to identify and engage consumers and physicians. The purchase price was valued at $29,893, consisting of (i) $15,000 in cash paid at closing; (ii) 327,784 shares of the Company’s common stock valued at $3,893, issued at closing and held in escrow for potential post-closing working capital and/or indemnification claims; and (iii) $11,000 to be paid within six months of closing in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, in the Company’s sole discretion. As a result of $355 working capital and purchase price adjustments, the fair value of the total consideration amounts to $29,538. In February 2016, the Company entered into an amendment to the Membership Interest Purchase Agreement between the Company, Tea Leaves and the other parties thereto. The amendment effected certain modifications to the payment terms of the deferred portion of the guaranteed consideration and the terms of the potential earn-out payment. With respect to the deferred portion of the guaranteed consideration initially scheduled to be paid within six months of closing, the payment schedule was amended and $5,000 was paid in cash during the three months ended March 31, 2016 and the remaining $5,828 deferred purchase price and related interest was paid in cash during the three months ended June 30, 2016, satisfying the guaranteed portion of the purchase price obligations in full.

In addition to the purchase price, the former members of Tea Leaves are eligible to receive an additional $20,000 based on the achievement of a specified financial target as of December 31, 2016, which, if earned, will be paid in the first quarter of 2017. If earned, the payment will be settled 50% in cash and 50% in shares of the Company’s common stock (see Note 11). The February 2016 amendment permits the former members of Tea Leaves to promptly receive $5,000 of the total $20,000 earn-out if the specified financial target is achieved at any time prior to December 31, 2016, and such amount is not subject to forfeiture. If the $5,000 payment is made prior to December 31, 2016, the remaining $15,000 of the earn-out remains subject to achievement of the financial target as of December 31, 2016, and will be paid in the first quarter of 2017, if earned. If the $5,000 payment is not made as the financial target is not met during 2016, but is met as of December 31, 2016, the full $20,000 earn-out payment will be paid in the first quarter of 2017. The earn-out payment is contingent upon the continued employment with the Company of certain former members of Tea Leaves, and the Company records such earn-outs as compensation expense. The Company accrued $3,530 and $10,589 in compensation expense related to the earn-out during the three and nine months ended September 30, 2016, respectively, which together with $5,882 accrued during 2015 is reflected in accounts payable and accrued expenses in the accompanying consolidated balance sheet as of September 30, 2016. Of the $10,589 earn-out accrued during 2016, $7,412 is included in product development expense, $2,118 is included in sales and marketing expense, and $1,059 is included in general and administrative expense in the accompanying consolidated statement of operations for the nine months ended September 30, 2016.

The acquisition was accounted for as a business combination and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on the respective fair values. The results of operations of Tea Leaves have been included in the consolidated financial statements of the Company from August 6, 2015, the closing date of the acquisition.

The following table summarizes the allocation of the assets acquired and liabilities assumed based on their fair values.

Cash and cash equivalents	$	296
Accounts receivable		778
Other current assets		19
Property and equipment		3,404
Intangible assets		3,410
Goodwill		23,159
Deferred revenue		(535	)
Accounts payable and accrued expenses		(993	)
Total consideration paid	$	29,538

Goodwill recognized as a result of the Tea Leaves acquisition is primarily attributable to expected synergies from enabling the Company to offer an integrated suite of software and media solutions that will allow hospital systems to target both consumers and physicians. All of the goodwill is expected to be deductible for tax purposes.

Cambridge BioMarketing Group, LLC

In March 2015, the Company acquired 100% of the limited liability company membership interests of Cambridge BioMarketing Group, LLC (“Cambridge”), a provider of strategic launch and marketing solutions for orphan and rare disease products, for a total purchase price of $32,273, of which $24,273 was paid in cash at closing. The remaining $8,000 obligation at closing was comprised of convertible notes that could either convert into shares of the Company’s common stock or be paid in cash at the discretion of the Company. The Company paid the $8,000 obligation in cash in May 2015. As a result of $216 working capital and other purchase price adjustments, the fair value of the total consideration amounts to $32,057. In addition to the purchase price described above, the former members of Cambridge were eligible to receive up to an additional $5,000 in cash based on Cambridge’s achievement of certain revenue and Adjusted EBITDA targets for 2015. This earn-out payment was contingent upon the continued employment with the Company of certain former members of Cambridge at the time the earn-out payment was due. The Company records such earn-outs as compensation expense for the applicable periods, with all but $87 of the $5,000 having been accrued during 2015. During the three months ended March 31, 2016, the Company paid $5,000 in cash and recorded the remaining $87 expense related to this earn-out.

The acquisition was accounted for as a business combination and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on the respective fair values. The results of operations of Cambridge have been included in the consolidated financial statements of the Company from March 20, 2015, the closing date of the acquisition.

The following table summarizes the allocation of the assets acquired and liabilities assumed based on their fair values.

Accounts receivable	$	4,406
Other current assets		137
Property and equipment		783
Goodwill		15,360
Intangible assets		14,280
Accounts payable and accrued expenses		(2,659	)
Deferred revenue		(197	)
Other current liabilities		(53	)
Total consideration paid	$	32,057

Goodwill recognized as a result of the Cambridge acquisition is primarily attributable to expected synergies from broadening the Company’s strategic marketing and communications solutions to pharmaceutical brands targeting orphan and rare diseases. All of the goodwill is expected to be deductible for tax purposes.

4. Goodwill and Other Intangible Assets

During the nine months ended September 30, 2016, goodwill decreased by $172 during the subsequent measurement period from purchase price adjustments related to the Tea Leaves acquisition (see Note 3).

The carrying value of the Company’s goodwill was $165,099 as of September 30, 2016. Goodwill is tested for impairment on an annual basis as of October 1, and whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. Application of the impairment test requires judgment and results in impairment being recognized if the carrying value of the asset exceeds its fair value. No indicators of impairment were noted during or since the Company’s last evaluation of goodwill at October 1, 2015. Similarly, the Company’s definite-lived intangible assets with a net carrying value of $39,775 at September 30, 2016, consisting principally of trade names and customer relationships, is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. There were no indicators of impairment of the Company’s definite-lived intangible assets during the nine months ended September 30, 2016 and 2015.

Definite-lived intangible assets consist of the following:

	September 30, 2016									December 31, 2015
	Gross carrying amount		Accumulated amortization			Net carrying amount		Weighted- average remaining useful life ⁽¹⁾		Gross carrying amount		Accumulated amortization			Net carrying amount		Weighted- average remaining useful life ⁽¹⁾
Customer relationships	$	40,090	$	(16,467	)	$	23,623		8.2	$	40,090	$	(14,206	)	$	25,884		8.9
Trade names		24,985		(9,415	)		15,570		5.7		24,985		(7,123	)		17,862		6.4
Other intangibles		652		(70	)		582		6.3		—		—			—		—
Total	$	65,727	$	(25,952	)	$	39,775			$	65,075	$	(21,329	)	$	43,746

⁽¹⁾

The calculation of the weighted-average remaining useful life is based on weighting the net book value of each asset in its group, and applying the weight to its respective remaining amortization period.

Amortization expense relating to the definite-lived intangible assets totaled $1,541 and $1,695 for the three months ended September 30, 2016 and 2015, respectively, and $4,623 and $4,623 for the nine months ended September 30, 2016 and 2015, respectively, and is included in general and administrative expenses in the accompanying consolidated statements of operations.

Future amortization expense of the intangible assets is estimated to be as follows:

Year ending December 31:
2016 (October 1st to December 31st)	$	1,541
2017		6,156
2018		5,848
2019		5,667
2020		5,645
Thereafter		14,918
Total	$	39,775

5. Long-Term Debt

The Company entered into a credit facility agreement with a syndicated bank group in March 2014, which replaced its then-existing credit facility. The new credit facility consisted of a revolver (“Revolver”) with a maximum borrowing limit of $35,000 and a term loan (“Term Loan”) of $40,000. In November 2014, in connection with an acquisition, the credit facility was amended and restated to, among other things, (i) increase the maximum borrowing limit of the Revolver from $35,000 to $55,000; (ii) increase the Term Loan from $39,000 outstanding as of such date to $60,000; (iii) extend the maturity date of the Term Loan and the due date of principal on the Revolver from March 2019 to November 2019; and (iv) effect certain modifications to the covenants and terms set forth in the credit facility agreement. In March 2015, the amended and restated credit facility was further amended twice to, among other things, (i) consent to the acquisition of Cambridge; (ii) increase the Term Loan from $59,250 outstanding as of such date to $67,750; (iii) increase the maximum borrowing limit of the Revolver from $55,000 to $82,250; and (iv) effect certain modifications to the covenants and terms set forth in the credit facility agreement. In August 2015, the Company entered into a third amendment to the credit facility to modify a certain defined term; however, all other material terms and conditions of the credit facility remained unchanged by the August 2015 amendment. In February 2016 and September 2016, the Company entered into further amendments to the credit facility (as amended, the “Credit Facility”), which effected certain modifications to the financial covenants and terms set forth in the Credit Facility.

The repayment terms of the Revolver provide for quarterly interest payments, with the principal being due in full in November 2019. The repayment terms of the Term Loan provide for quarterly interest and principal payments, with a maturity date of November 2019. On an annual basis, a calculation is performed to determine excess cash flow, as defined in the Credit Facility agreement, which could result in a mandatory prepayment of excess cash flow in addition to the aforementioned scheduled Term Loan payments. In April 2016, the Company paid $4,494 as a mandatory prepayment of excess cash flow, treated as a reduction to the Term Loan principal balance. The interest rate on the Credit Facility is equal to the London Inter-Bank Offered Rate, or LIBOR, plus a variable rate ranging from 2.75% to 4.0% depending on the Company’s consolidated leverage ratio, as defined in the Credit Facility agreement, and there is a 0.50% commitment fee on the unused portion of the Revolver. As of September 30, 2016, the interest rate on the Credit Facility was 4.90%. As of September 30, 2016, there was $56,481 outstanding on the Term Loan and $60,000 outstanding on the Revolver, with $22,250 available to be drawn on the Revolver.

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 September 30, 2016.

During the years ended December 31, 2015 and December 31, 2014, the Company incurred financing costs totaling $792 and $2,899, respectively. During the three and nine months ended September 30, 2016, the Company incurred financing costs of $220 and $575, respectively in connection with the February 2016 and September 2016 amendments to the Credit Facility. The long-term debt balances as of September 30, 2016 and December 31, 2015 in the accompanying balance sheets are presented net of unamortized deferred financing costs of $1,998 and $1,888, respectively.

6. Common Stock and Preferred Stock

As of September 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding.

In April 2014, in connection with the closing of the Company’s initial public offering (“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.

7. Stock-Based Compensation

The Company has granted non-statutory stock options and restricted stock unit awards to employees, directors and consultants of the Company pursuant to its 2003 Stock Option Plan, as amended (the “2003 Plan”), and 2014 Equity Incentive Plan (the “2014 Plan”), which became effective immediately upon the signing of the underwriting agreement related to the IPO in March 2014. Upon the effectiveness of the 2014 Plan, no additional equity awards have been or will be granted under the 2003 Plan. The 2014 Plan provides for the grant of stock options, restricted stock units, and other awards based on the Company’s common stock.

As of September 30, 2016, 381,893 shares have been reserved for issuance under the 2014 Plan. The number of shares of common stock reserved for issuance under the 2014 Plan is subject to an automatic increase on January 1 of each year 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.

Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 2016:

	Number of options			Weighted- average exercise price		Weighted- average remaining contractual life (years)		Aggregate intrinsic value
Outstanding at December 31, 2015		5,991,945		$	10.21		5.30	$	442
Granted		28,300			5.58
Exercised		(85,646	)		5.77
Cancelled		(376,098	)		13.69
Outstanding at September 30, 2016		5,558,501		$	10.02		4.76	$	2,316
Exercisable at September 30, 2016		4,644,603		$	9.47		4.07	$	2,251

Proceeds from the exercise of options and the total intrinsic value of the options exercised were $390 and $122, respectively, for the three months ended September 30, 2016, and $112 and $112, respectively, for the three months ended September 30, 2015. Proceeds from the exercise of options and the total intrinsic value of the options exercised were $494 and $146, respectively, for the nine months ended September 30, 2016, and $1,881 and $1,388, respectively, for the nine months ended September 30, 2015.

The weighted-average fair value per share at date of grant for options granted was $2.25 and $5.36 for the nine months ended September 30, 2016 and 2015, 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 nine months ended September 30, 2016 and 2015:

	2016			2015
Volatility		39.12	%		43.40	%
Expected life (years)		6.25			6.25
Risk-free interest rate		1.48	%		1.73	%
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.

Total stock-based compensation expense related to stock options was $597 and $1,471 for the three months ended September 30, 2016 and 2015, respectively, and $1,769 and $4,940 for the nine months ended September 30, 2016 and 2015, respectively.

At September 30, 2016, there was approximately $1,555 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.02 years. The total fair value of stock options vested during the nine months ended September 30, 2016 and 2015 was $3,189 and $5,183, respectively.

Restricted Stock Unit Awards

The Company’s restricted stock unit awards (“RSUs”) are agreements to issue shares of the Company’s common stock to employees in the future, upon the satisfaction of certain vesting conditions, which cause them to be subject to risk of forfeiture and restrict the award-holder’s ability to sell or otherwise transfer such RSUs until they vest. Generally, the Company’s RSU grants vest over three years from the grant date, or in certain instances over a shorter period, subject to continued employment on the applicable vesting dates. The following table summarizes the unvested RSU activity for the nine months ended September 30, 2016:

	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2015		548,840		$	11.97
Granted ⁽¹⁾		2,176,243			5.55
Vested		(935,349	)		6.90
Cancelled		(111,446	)		10.58
Outstanding at September 30, 2016		1,678,288		$	6.57

⁽¹⁾

RSUs granted during the nine months ended September 30, 2016 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. The Company has adjusted stock-based compensation expense recognized to-date to reflect estimated performance related to these awards.

The total grant-date fair value of RSUs vested during the three and nine months ended September 30, 2016 was $655 and $5,394, respectively. The total grant-date fair value of RSUs vested during the three and nine months ended September 30, 2015 was $0 and $26, respectively. The fair value of RSUs granted is recognized in expense over the vesting period using the graded attribution method. Total stock-based compensation expense related to RSUs was $2,120 and $1,343 for the three months ended September 30, 2016 and 2015, respectively, and $8,576 and $2,867 for the nine months ended September 30, 2016 and 2015, respectively.

At September 30, 2016, there was approximately $5,226 of unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.12 years.

2014 Employee Stock Purchase Plan

The ESPP, which became effective immediately upon the signing of the underwriting agreement related to the IPO in March 2014, authorized 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.

The Company’s first offering period ended in May 2016. During the nine months ended September 30, 2016, employees purchased 176,592 shares of common stock pursuant to the ESPP at a weighted-average exercise price of $5.11. As of September 30, 2016, 555,568 shares of common stock were reserved for future issuance under the ESPP. The second offering period commenced in May 2016, with the same terms as the first offering period.

For the three months ended September 30, 2016 and 2015, charges incurred under the ESPP totaled $294 and $158, respectively. For the nine months ended September 30, 2016 and 2015, charges incurred under the ESPP totaled $501 and $409, respectively.

There was $714 of total unrecognized compensation cost related to purchase rights under the ESPP as of September 30, 2016. This cost is expected to be recognized over a weighted average period of less than one year.

8. Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period.

Diluted net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities. Potentially dilutive securities consist of incremental shares issuable upon the assumed exercise of stock options, restricted stock units, and warrants using the treasury stock method, and employee withholdings to purchase common stock under the ESPP. Due to the net losses for the three and nine months ended September 30, 2016 and 2015, the Company had such potentially dilutive securities outstanding which were not included in the computation of diluted net loss per common share, as the effects would have been anti-dilutive. Accordingly, the basic and diluted weighted-average number of common shares outstanding are the same for the following periods presented:

	Three months ended						Nine months ended
	September 30,						September 30,
	2016			2015			2016			2015
Numerator:
Net loss	$	(5,780	)	$	(12,718	)	$	(30,836	)	$	(19,092	)

Denominator:
Weighted-average number of common shares outstanding - basic and diluted		33,458,212			32,138,214			33,184,814			31,807,776
Net loss per common share - basic and diluted	$	(0.17	)	$	(0.40	)	$	(0.93	)	$	(0.60	)

The Company has excluded its outstanding stock options, restricted stock units and warrants, as well as employee withholdings under the ESPP, from the calculation of diluted net loss per common share during the periods in which such securities were anti-dilutive. The following table presents the total weighted-average number of such securities during the periods presented:

	Three months ended				Nine months ended
	September 30,				September 30,
	2016		2015		2016		2015
Warrants to purchase common stock		43,782		43,782		43,782		87,738
Stock option awards		5,659,013		6,344,941		5,753,044		6,287,716
RSU awards		1,695,206		629,432		1,441,946		428,260
Employee stock purchase plan		526,822		66,157		359,485		69,102
Total weighted-average anti-dilutive securities		7,924,823		7,084,312		7,598,257		6,872,816

9. Income Taxes

The Company’s interim and annual tax provision is generally comprised of a deferred tax provision pertaining to basis differences in indefinite lived intangible assets that cannot be offset by current year deferred tax assets, as well as, to a much lesser extent, a current tax provision for federal, state, local and foreign taxes. For the three and nine months ended September 30, 2016, the Company calculated its full year 2016 estimated income tax provision and recorded the pro-rated tax provision in the quarters, referred to herein as the discrete method. The Company concluded that it was within the exception under the interim tax accounting guidance, which requires the use of the estimated Annual Effective Tax Rate (“AETR”) method, because the Company’s full year forecast of income before taxes is at or near breakeven. Further, normal deviations in the projected full year income would result in disproportionate and material changes to the interim tax provisions under the AETR method. During 2015, the Company recorded the interim tax provision using the AETR method for the quarters ended March 31, 2015 and June 30, 2015 but determined during the quarter ended September 30, 2015 that the AETR method was no longer yielding a reliable interim tax provision and, accordingly, began using the discrete method indicated above.

The Company’s deferred tax assets relate primarily to net operating loss (“NOL”) carryforwards and to a smaller extent stock based compensation and other items. 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 realizable. In determining realizability, the Company considered various factors including historical profitability and reversing temporary differences, exclusive of indefinite-lived intangibles. The Company’s deferred tax liabilities arose primarily from basis differences in indefinite-lived intangible assets that cannot be offset by current year deferred tax assets.

At December 31, 2015, the Company had approximately $104,042 of NOL carryforwards available to offset future taxable income, which expire from 2024 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 of 1986, as amended. The Company’s NOL carryforwards at December 31, 2015 included $7,517 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 Company is subject to taxation in the U.S. and various federal, state, local and foreign jurisdictions. The Company is not subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for 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 the tax accounting guidance. 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.

10. Commitments and Contingencies

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.

11. Subsequent Events

Merger Agreement

On October 21, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ziff Davis, LLC (“Parent”), Project Echo Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Purchaser”), and, solely for purposes of Section 9.11 thereof, j2 Global, Inc. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer on November 2, 2016 to purchase all of the outstanding shares of common stock of the Company at a purchase price of $10.50 per share in cash, without interest, subject to any withholding of taxes required by applicable law (the “Offer”). The Merger Agreement provides, among other things, that, on the first business day after Purchaser accepts for payment and pays for such number of shares validly tendered and not properly withdrawn pursuant to the Offer, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), the separate existence of Purchaser will cease and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent.

The Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger.

The Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including, among other things: (i) that the number of shares validly tendered and not properly withdrawn in accordance with the terms of the Offer must represent at least one share more than 50% of the sum of (x) the total number of shares outstanding at the time of the expiration of the Offer plus (y) the aggregate number of shares issuable to holders of the Company’s stock options from which the Company has received notices of exercise prior to the expiration of the Offer (and as to which shares have not yet been issued to such exercising holders of stock options) plus (z) the aggregate number of shares issuable upon the deemed exercise of any warrants pursuant to the Merger Agreement, and (ii) the expiration or early termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The obligations of Parent and Purchaser to complete the Offer and the Merger are not subject to any financing condition.

Additional information about the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in the Form 8-K filed with the SEC on October 21, 2016 and the Schedule 14D-9 filed with the SEC on November 2, 2016.

Tea Leaves Purchase Agreement Amendment

On October 17, 2016, the Company entered into a second amendment to the Membership Interest Purchase Agreement between the Company, Tea Leaves and the other parties thereto (as amended, the “Purchase Agreement”). This amendment modified the terms of the potential earn-out payment, such that the entire earn-out payment due to the former members of Tea Leaves, if earned, may be paid in cash at the Company’s election. All other terms and conditions of the Purchase Agreement remained unchanged by the amendment.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (1) the unaudited interim consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and (2) the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended December 31, 2015 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on March 11, 2016.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015 and in our other SEC filings. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Everyday Health, Inc., or “we” or “us,” operates a leading digital marketing and communications platform for healthcare marketers seeking to engage and influence consumers and healthcare professionals. We combine premium health and wellness content with sophisticated proprietary data and analytics tools to enable healthcare marketers to communicate with our large audience of consumers and healthcare professionals. During 2015, our customers included five of the top ten global advertisers in 2014, as compiled by Advertising Age, 24 of the top 25 global pharmaceutical companies ranked by 2014 revenue, and more than 350 hospitals across 30 states, including six of the top ten largest health systems in the U.S.

We derive a significant majority of our revenues from the sale of digital advertising and sponsorship solutions that engage consumers and healthcare professionals across a variety of health categories. In recent years, we have significantly expanded our advertising and sponsorship market opportunity, diversified our customer base and increased the types of marketing solutions that we offer our customers. We specialize in providing highly-customized, data-driven solutions that can precisely target niche health audiences, and which are designed to be effective on a desktop or mobile device. We believe our customers view our data-driven digital marketing solutions as both superior to traditional media channels, which lack interactivity and the ability to measure and optimize return on investment, or ROI, in real time, and superior to other online media channels, which lack the data or technology to target the desired audience or measure the effectiveness of the campaign.

To a lesser extent, we generate revenues from the sale of our premium services, which consist primarily of (i) fees from hospitals for licensing our SaaS-based marketing and analytics platform and (ii) digital subscriptions sold to consumers for access to our consumer diet and fitness properties. In recent years, we have intentionally decreased our focus on generating revenues from consumer subscriptions and this trend will continue in 2016.

Prior to late 2010, our primary focus was on offering content and tools to consumers and selling marketing solutions targeting only health consumers. In late 2010, we made a strategic decision to expand our business into the market for providing content and marketing solutions targeting healthcare professionals through our acquisition of MedPage Holdings, Inc., or MPT. We believe that the entry into the healthcare professional market provided us with a significant revenue opportunity because pharmaceutical companies spend a larger percentage of their marketing budgets targeting healthcare professionals as compared to consumers.

In late 2014, we expanded further into the healthcare professional sector with the acquisition of DoctorDirectory.com, Inc., or DD, a provider of multi-channel marketing solutions for pharmaceutical brands seeking to influence healthcare professionals. The acquisition of DD helped deepen our penetration into the healthcare professional market by significantly increasing our physician audience and enhancing our sophisticated ROI-based marketing solutions that we offer advertisers seeking to engage with healthcare professionals.

In March 2015, we expanded our ability to service pharmaceutical companies through the acquisition of Cambridge BioMarketing Group, LLC, or Cambridge, a provider of strategic launch and marketing solutions for orphan and rare disease products. Following this acquisition, we believe that our platform can service our pharmaceutical partners across the entire spectrum of therapeutic areas, including orphan, specialty and mass market brands, as well as provide solutions throughout the entire lifecycle of pharmaceutical marketing, from the strategic phase of pre-launch, during the growth years and beyond the loss of patent exclusivity.

In 2014 and 2015, we made the strategic decision to leverage our existing assets to generate revenue from new customer bases across the broader healthcare landscape, particularly payers and providers. Specifically, the goal was to utilize our large, highly-engaged audience, premium content and tools, and advanced data and analytics capabilities to engage and influence consumers and healthcare professionals on behalf of entities such as health insurers and hospitals. In August 2015, we acquired Tea Leaves Health, LLC, or Tea Leaves, a provider of a SaaS-based marketing and analytics platform for hospital systems to identify and engage consumers and physicians. Tea Leaves generates revenues from multi-year contracts with recurring licensing fees, as well as related custom marketing programs that drive incremental advertising revenue. We believe there is a significant revenue opportunity in providing hospital systems with marketing solutions to target both consumers and physicians and to provide measurable ROI for their strategic planning and marketing efforts.

We expect our advertising and sponsorship revenues to increase in 2016. We expect our premium services revenue to decrease in 2016, as the increase in hospital SaaS revenue will be offset by the decline in consumer subscription revenues.

We also track our revenue performance across consumer, professional and payer/provider as customers may purchase a suite of Everyday Health solutions that incorporate licensing, media and other creative services. For example, with our hospital customers, we generate SaaS revenue from licensing our platform and advertising revenue from implementing marketing programs for the same hospitals. In 2015, our direct to consumer revenue was 63% of total revenue, our direct to professional revenue was 33% of total revenue and our revenue from payers and providers was 4% of total revenue. We expect our direct to professional revenue and revenue from payers and providers to increase as a percentage of our total revenues in 2016 and beyond.

Recent Developments

Merger Agreement

On October 21, 2016, we announced that we had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ziff Davis, LLC (“Parent”), Project Echo Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Purchaser”), and, solely for Section 9.11 thereof, j2 Global, Inc., pursuant to which and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer on November 2, 2016 (the “Offer”) to purchase all of the outstanding shares of our common stock at a purchase price of $10.50 per share in cash, without interest, subject to any withholding of taxes required by applicable law. Following completion of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into us, and we will survive as a wholly-owned subsidiary of Parent (the “Merger”).

For additional information about the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, see “Item 1. Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 11” included elsewhere in this Quarterly Report on Form 10-Q.

Background Information

Key Trends Affecting Our Business

We believe that the following key trends drive our ability to continue to grow our business:

Marketers are allocating an increasing proportion of their advertising budget to online advertising and are seeking solutions that better target their audience and maximize ROI. We believe that the ability to offer complex data-driven solutions that demonstrate ROI will be a key determinant in our success in attracting marketing dollars in the coming years. We also believe that the online percentage of the total health-related advertising market is still relatively small, and that this percentage will increase in the coming years.

The Internet and mobile devices have become indispensable for both consumers seeking to take a more active role in managing their diverse health and wellness needs and healthcare professionals striving to provide better care for their patients and manage their practices more efficiently. We believe that individuals will increasingly seek out digital content and solutions, and spend more time interacting with these digital channels, to educate themselves, directly manage and monitor their health and wellness, and make a wide array of other health-related purchase decisions, including purchasing health insurance.

The pharmaceutical industry is experiencing a major shift from large mass-market “blockbuster” drugs to niche or specialty medications that target discrete patient populations. At the same time, dramatically-reduced sales forces and other restrictions on interacting directly with physicians have made it more difficult for pharmaceutical companies to efficiently market their products and services. As a result, we believe the need for these companies to interact with consumers and physicians more directly through digital channels will increase significantly.

The evolving healthcare environment is forcing many health-related companies to face new challenges and adopt, in many cases for the first time, strategies targeting consumers and healthcare professionals. We believe our large and engaged audience, premium brands and rich database of user information afford us a significant opportunity to grow our revenues as these entities, including health insurance companies, pharmacy benefit management companies and health information technology vendors, seek new ways to drive down costs, acquire new customers and utilize technology to achieve better health outcomes.

Revenues

Advertising and sponsorship revenues constitute a significant majority of our total revenues. We also generate revenues from premium services, which consist primarily of digital subscriptions sold to consumers and fees from hospitals for licensing our SaaS-based marketing and analytics platform.

Given the size and scope of our content and audience assets, we offer a variety of advertising and sponsorship solutions that engage consumers and healthcare professionals across a variety of health categories. Our diverse customer base for these marketing solutions consists primarily of pharmaceutical companies, manufacturers and retailers of over-the-counter products and consumer-packaged-goods, and, to a lesser extent, healthcare providers, such as hospital systems, and health insurers. Pharmaceutical companies represent our largest customer group. In addition to offering a wide range of marketing solutions, we also utilize a variety of revenue models depending on the specific needs and profile of the customer. For example, we may price our marketing solutions on (i) a fixed fee basis, (ii) a cost-per-impression (CPM) or cost-per-visitor (CPV) basis, or (iii) the ROI we deliver from a specific campaign. An increasing number of our marketing programs provide for revenues to us based primarily upon the ROI we deliver, such as the increase in prescription activity for a pharmaceutical product.

More specifically, our advertising and sponsorship solutions include, among others:

display advertisements on our properties and in our free e-mail newsletters, which are primarily sold based on a cost-per-impression advertising model;

interactive brand sponsorships, which consist of our integrated database marketing programs and sponsorships on our properties, which typically include both components that are sold based on a CPM basis (in which we are paid based on the number of advertisements we display) and components that are sold based on a CPV basis (in which we are paid for delivering a visitor to an advertiser’s website), and sometimes include a production fee;

customer acquisition marketing programs, which are sold based on the number of qualified potential customers that are provided to our advertisers;

programs that allow marketers the opportunity to target specific audiences outside of our properties using our audience data and analytics;

marketing programs that provide for revenues based upon the ROI we deliver for our customers, primarily pharmaceutical customers; and

marketing programs that are sold based on a time and materials basis.

Although we typically do not distinguish between desktop and mobile channels in the structuring and pricing of our marketing campaigns, mobile channels have become increasingly important in fulfilling these campaigns as overall mobile traffic has increased.

Our premium services revenues include revenues generated from subscriptions sold to individuals who purchase access for a defined period of time to one or more of our properties. Our subscription services are designed to provide the consumer with the ability to access consumer health content from well-recognized sources, and to personalize or customize a specific health or wellness program. Over the last several years, we have intentionally focused more directly on increasing our advertising and sponsorship revenues and less on expanding our consumer subscription revenues. By virtue of our acquisition of Tea Leaves in August 2015, premium services revenues also include fees generated from the license of Tea Leaves’ SaaS-based marketing and analytics platform to hospital systems. These licensing agreements are typically multi-year contracts with recurring licensing fees. The related custom marketing programs that are sold to hospital customers that license our SaaS platform are allocated to advertising and sponsorship revenues.

The timing of our revenues is affected by certain seasonal factors. Our advertising and sponsorship revenues are traditionally the lowest in the first quarter of the year, due primarily to the seasonal spend patterns of our customers, and increases thereafter with the highest advertising and sponsorship revenues in the fourth quarter of the year. As a result of these trends, our gross margin tends to be lowest in the first quarter of each calendar year, typically increasing thereafter. We anticipate that, as our revenues increase, our gross profit will continue to increase while our period-over-period gross margin may not increase commensurately.

Cost of Revenues, Gross Profit and Gross Margin

The Everyday Health platform provides digital marketing and communications solutions that engage consumers and healthcare professionals across a variety of health categories. Cost of revenues consists primarily of the expenses associated with aggregating the total audience across the Everyday Health properties or delivering an audience to fulfill a marketing campaign. These costs include:

media costs;

royalty payments to our partners; and

to a lesser extent, market research incentives, direct mail marketing and fulfillment costs, data fees for our SaaS-based platform, as well as costs associated with subscription fees for our premium services, ad serving and other expenses.

Media costs consist primarily of fees paid to online publishers, Internet search companies and other media channels where we advertise our properties. These media activities are directly attributable to generating revenue, increasing the audience to the properties we operate, accumulating qualified leads, and growing our registered user base. Our partner royalties are generally based on the amount of revenues generated on the particular property. In some cases, we guarantee the partner a minimum annual payment.

We carefully monitor our gross profit and gross margin because they are key indicators of our financial performance and success in aggregating and monetizing our audience across the Everyday Health properties. Gross profit is defined as total revenues minus cost of revenues. Gross margin is defined as our gross profit as a percentage of our total revenues. While we focus on the growth of both gross profit and gross margin, we may make investments from time to time that will position us for growth at the expense of gross margin.

Since our operating decisions are based on aggregating and monetizing our audience as a whole, we believe that our aggregate gross profit is an important measure of our overall performance. Additionally, some of the other costs to operate our properties, such as product development expenses, website hosting and maintenance expenses, are included in operating expenses and not reflected in our cost of revenues. As a result, we also believe that our Adjusted EBITDA is an important metric for measuring our overall financial performance (for a detailed description of Adjusted EBITDA, see “Supplemental Financial Information” below).

Both our revenues and gross profit increased for the three and nine months ended September 30, 2016, compared to the prior year period, as shown in the table below.


	Three months ended September 30,						Nine months ended September 30,
(dollars in thousands)	2016			2015			2016			2015

Revenues	$	59,395		$	54,314		$	172,226		$	150,293
Revenue growth		9.4	%		28.3	%		14.6	%		23.9	%
Cost of revenues	$	15,844		$	15,637		$	51,636		$	43,639
Gross profit	$	43,551		$	38,677		$	120,590		$	106,654
Gross profit growth		12.6	%		23.5	%		13.1	%		21.4	%
Gross margin		73.3	%		71.2	%		70.0	%		71.0	%

We expect our gross profit to continue to improve in the near term as we continue to aggregate our audience more efficiently and enhance our monetization capabilities. While we expect our cost of revenues to continue to increase on an absolute basis in the foreseeable future, we do not believe that any such increases will negatively impact our gross profit or Adjusted EBITDA since we anticipate that the growth in our total revenues will continue to exceed the increase in our cost of revenues on a year-over-year basis.

Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of personnel-related costs, including commissions and non-cash stock compensation, for our sales and account management, research, marketing, data analytics and creative design personnel, as well as compensation expense related to acquisition earn-outs and retention bonuses, fees for third-party professional marketing and analytical services and depreciation and amortization expense pertaining to property and equipment. Our sales and marketing departments include data analytics personnel that analyze traffic and advertising ROI data to determine the effectiveness of advertising and marketing campaigns. We expect our sales and marketing expenses to increase as we increase the number of sales, sales support, marketing and analytical personnel.

Product Development. Product development expenses consist primarily of costs related to the products and services we provide to our audience, including the costs associated with the operation and maintenance of our website properties. These costs primarily consist of personnel-related expenses, including non-cash stock compensation, for our editorial, product management, technology and customer service personnel, and compensation expense related to acquisition earn-outs. Product development expenses also include fees paid to editorial and technology consultants; other technology costs incurred for maintenance to our technology platforms and infrastructure; depreciation and amortization expense pertaining to property and equipment and capitalized technology costs, including website and mobile development costs and acquired technology assets; and impairments of product development assets when such assets are no longer expected to provide future benefit. We expect our investment in product development to increase as we continue to increase our editorial, product development and technology resources, and as we enhance our product offerings by creating and licensing content, tools and applications, including new offerings for payers and providers.

General and Administrative. General and administrative expenses consist primarily of personnel-related expenses, including non-cash stock compensation, for our executive, finance, legal, human resources and other administrative personnel, as well as compensation expense related to acquisition earn-outs, accounting and legal professional fees and other general corporate expenses, including insurance, facilities expenses and depreciation and amortization expense pertaining to property and equipment and amortization of definite-lived intangible assets. We expect our general and administrative expenses to increase as we continue to expand our business.

Interest Expense, Net

These amounts consist principally of interest expense, partially offset by interest income, as well as amortization expense related to deferred financing costs. Interest expense is primarily related to our credit facilities.

Income Taxes

We are subject to tax at the federal, state and local level in the U.S. and in one foreign jurisdiction. Earnings from our limited non-U.S. activities are subject to local country income tax and may also be subject to U.S. income tax.

As of December 31, 2015, we had approximately $104.0 million of net operating loss, or NOL, carryforwards available to offset future taxable income. The U.S. federal NOL carryforwards will expire from 2024 through 2033. The full utilization of these NOL carryforwards in the future will be dependent upon our ability to generate taxable income and could be limited due to ownership changes, as defined under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. Specifically, Section 382 contains rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock over a three-year period, to use its previously-recognized NOL carryforwards and specified built-in losses in years after the ownership change. We completed an analysis in 2015 to determine the impact that past ownership changes may have on our ability to use our NOL carryforwards and have determined that, through 2015, other than $0.5 million of potential limitation, there is no Section 382 limitation on our $104.0 million NOL carryforwards as there has not been a change in ownership of more than 50% over the three-year period through 2015. Our NOLs may also be limited under similar provisions of state law. The NOL carryforwards at December 31, 2015 include approximately $7.5 million in income tax deductions related to equity compensation, which will be reflected as a credit to additional paid-in-capital as these NOLs are utilized.

Results of Operations

The following table sets forth our consolidated statement of operations data for the periods presented. The period-to-period comparisons of the results are not necessarily indicative of our results for future periods.


	Three months ended September 30,							Nine months ended September 30,
(in thousands)	2016			2015			2016				2015

Revenues:
Advertising and sponsorship revenues	$	55,468		$	49,630		$	160,274		$	136,193
Premium services revenues		3,927			4,684			11,952			14,100
Total revenues		59,395			54,314			172,226			150,293
Operating expenses:
Cost of revenues		15,844			15,637			51,636			43,639
Sales and marketing		20,410			18,531			61,879			52,289
Product development		15,013			14,163			45,923			38,952
General and administrative		11,718			10,010			36,916			29,887
Total operating expenses		62,985			58,341			196,354			164,767
Loss from operations		(3,590	)		(4,027	)		(24,128	)		(14,474	)
Interest expense, net		(1,648	)		(1,429	)		(4,918	)		(3,808	)
Loss before provision for income taxes		(5,238	)		(5,456	)		(29,046	)		(18,282	)
Provision for income taxes		(542	)		(7,262	)		(1,790	)		(810	)
Net loss	$	(5,780	)	$	(12,718	)	$	(30,836	)	$	(19,092	)

Comparison of Three and Nine Months Ended September 30, 2016 and 2015

Revenues

Our total revenues increased 9.4% to $59.4 million during the three months ended September 30, 2016 from $54.3 million during the three months ended September 30, 2015. The $5.1 million increase in total revenues consisted of a $5.8 million increase in advertising and sponsorship revenues, partially offset by a $0.8 million decrease in premium services revenues. One advertiser accounted for approximately 10% of total revenues for the three months ended September 30, 2016. No advertiser accounted for 10% or more of total revenues for the three months ended September 30, 2015.

Advertising and sponsorship revenues increased 11.8% to $55.5 million during the three months ended September 30, 2016 from $49.6 million during the three months ended September 30, 2015. The $5.8 million increase in advertising and sponsorship revenues was primarily driven by an increase in revenue from our pharmaceutical customers, including ROI-based campaigns targeting healthcare professionals.

Premium services revenues decreased 16.2% to $3.9 million during the three months ended September 30, 2016 from $4.7 million during the three months ended September 30, 2015. The $0.8 million decrease in premium services revenues was primarily attributable to $1.4 million lower subscription fee revenues due to the wind-down of certain of our subscription websites in the latter half of 2015 and first half of 2016 and $0.8 million lower revenue as a result of the termination of a partner licensing agreement in the fourth quarter of 2015. The decrease was partially offset by a $1.6 million increase in SaaS-based licensing revenue from our payer and provider customers resulting from growth of the Tea Leaves business which we acquired in the third quarter of 2015.

Our total revenues increased 14.6% to $172.2 million during the nine months ended September 30, 2016 from $150.3 million during the nine months ended September 30, 2015. The $21.9 million increase in total revenues consisted of a $24.1 million increase in advertising and sponsorship revenues, partially offset by a $2.1 million decrease in premium services revenues. For the nine months ended September 30, 2016 and 2015, no advertiser accounted for 10% or more of total revenues.

Advertising and sponsorship revenues increased 17.7% to $160.3 million during the nine months ended September 30, 2016 from $136.2 million during the nine months ended September 30, 2015. The $24.1 million increase in advertising and sponsorship revenues was primarily attributable to an increase in revenue from our pharmaceutical customers, including programs for orphan and rare and specialty brands and ROI-based campaigns targeting healthcare professionals. Direct mail marketing revenue from the Tea Leaves acquisition in the third quarter of 2015 also contributed to this increase.

Premium services revenues decreased 15.2% to $12.0 million during the nine months ended September 30, 2016, compared to $14.1 million during the nine months ended September 30, 2015. The $2.1 million decrease in premium services revenues was primarily attributable to $4.3 million lower subscription fee revenues due to the wind-down of certain of our subscription websites in the latter half of 2015 and first half of 2016 and $2.3 million lower revenue as a result of the termination of a partner licensing agreement in the fourth quarter of 2015. The decrease was partially offset by a $4.8 million increase in SaaS-based licensing revenue from our payer and provider customers resulting from growth of the Tea Leaves business which we acquired in the third quarter of 2015.

Costs and Expenses

Cost of Revenues. Cost of revenues increased 1.3% to $15.8 million during the three months ended September 30, 2016 from $15.6 million during the three months ended September 30, 2015. The $0.2 million increase in cost of revenues was primarily attributable to increased expenses of $1.1 million for direct mail marketing and data fees for our SaaS-based platform related to the 2015 Tea Leaves acquisition, and a $1.1 million increase in revenue share and other costs related to a new partnership agreement beginning in the fourth quarter of 2015. The increase is partially offset by a decrease in media spend from decreased marketing activities and a $0.9 million decrease in royalties to our portfolio partners resulting primarily from the wind-down of certain of our subscription websites in the latter half of 2015 and first half of 2016. Cost of revenues as a percentage of total revenues decreased by 2.1% to 26.7% during the three months ended September 30, 2016 from 28.8% for the three months ended September 30, 2015.

Cost of revenues increased 18.3% to $51.6 million during the nine months ended September 30, 2016 from $43.6 million during the nine months ended September 30, 2015. The $8.0 million increase in cost of revenues was primarily attributable to increased expenses of $3.3 million for direct mail marketing and data fees for our SaaS-based platform, and $3.8 million of reimbursable out-of-pocket costs related to the 2015 Cambridge acquisition. The increase in cost of revenues also reflects a $4.1 million increase in revenue share and other costs related to a new partnership agreement beginning in the fourth quarter of 2015 for television and digital video advertising. The increase is partially offset by a $2.1 million decrease in royalties to our portfolio partners resulting primarily from the wind-down of certain of our subscription websites in the latter half of 2015 and first half of 2016, as well as a decrease in media expense from decreased marketing activities in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Cost of revenues as a percentage of total revenues increased by 1.0% to 30.0% during the nine months ended September 30, 2016 from 29.0% for the nine months ended September 30, 2015.

Sales and Marketing. Sales and marketing expenses increased 10.1% to $20.4 million during the three months ended September 30, 2016 from $18.5 million during the three months ended September 30, 2015. This $1.9 million increase was primarily attributable to higher levels of compensation expense, driven by increased staffing for the sales operations and account management teams and higher commissions consistent with increased advertising and sponsorship revenues in the three months ended September 30, 2016 compared to the three months ended September 30, 2015. The increase was partially offset by $0.8 million lower accrued earn-out expense related to the Cambridge acquisition in the three months ended September 30, 2016 as the earn-out period ended in December 2015. As a result of these factors, sales and marketing expenses as a percentage of total revenues increased slightly to 34.4% during the three months ended September 30, 2016, as compared to 34.1% during the three months ended September 30, 2015.

Sales and marketing expenses increased 18.3% to $61.9 million during the nine months ended September 30, 2016 from $52.3 million during the nine months ended September 30, 2015. This $9.6 million increase was primarily attributable to higher levels of compensation expense, driven by increased staffing for the sales operations and account management teams and higher commissions consistent with increased advertising and sponsorship revenues in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, which includes the additional sales and marketing personnel acquired through the Cambridge acquisition in the latter part of the first quarter of 2015. These increases were offset by $1.3 million lower net accrued earn-out expense related to the Cambridge and Tea Leaves acquisitions in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. As a result of these factors, sales and marketing expenses as a percentage of total revenues increased to 35.9% during the nine months ended September 30, 2016, as compared to 34.8% during the nine months ended September 30, 2015.

Product Development. Product development expenses increased 6.0% to $15.0 million during the three months ended September 30, 2016 from $14.2 million during the three months ended September 30, 2015. This $0.9 million increase was primarily due to accrued earn-out expense totaling $2.5 million related to the Tea Leaves acquisition, and increased depreciation expense on product development related assets, partially offset by a $1.4 million asset impairment charge recorded during the third quarter of 2015 related to certain software development projects which the Company decided not to move forward with, compared to no similar asset impairment recorded during the three months ended September 30, 2016. Product development expenses as a percentage of total revenues decreased to 25.3% during the three months ended September 30, 2016, as compared to 26.1% during the three months ended September 30, 2015.

Product development expenses increased 17.9% to $45.9 million during the nine months ended September 30, 2016 from $39.0 million during the nine months ended September 30, 2015. This $7.0 million increase was primarily due to accrued earn-out expense totaling $7.4 million related to the Tea Leaves acquisition, and increased depreciation expense on product development related assets, partially offset by a $1.4 million asset impairment charge recorded during the third quarter of 2015 related to certain software development projects which the Company decided not to move forward with, compared to no similar asset impairment recorded during the nine months ended September 30, 2016. Product development expenses as a percentage of total revenues increased to 26.7% during the nine months ended September 30, 2016, as compared to 25.9% during the nine months ended September 30, 2015.

General and Administrative. General and administrative expenses increased 17.1% to $11.7 million during the three months ended September 30, 2016 from $10.0 million during the three months ended September 30, 2015. This $1.7 million increase was primarily due to an increase in compensation expense related to increased staffing, higher accrued earn-out expense related to the Tea Leaves acquisition, and legal fees related to the Offer and Merger Agreement. General and administrative expenses as a percentage of total revenues increased to 19.7% during the three months ended September 30, 2016, as compared to 18.4% during the three months ended September 30, 2015.

General and administrative expenses increased 23.5% to $36.9 million during the nine months ended September 30, 2016 from $29.9 million during the nine months ended September 30, 2015. This $7.0 million increase was primarily due to increases in cash compensation expense related to increased staffing, non-cash compensation expense related to certain stock awards, higher accrued earn-out expense related to the Tea Leaves acquisition and legal fees related to the Offer and Merger Agreement. The increase is partially offset by $1.2 million lower executive transition charges in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. General and administrative expenses as a percentage of total revenues increased to 21.4% during the nine months ended September 30, 2016, as compared to 19.9% during the nine months ended September 30, 2015.

Interest Expense, Net. Interest expense, net, increased 15.3% to $1.6 million during the three months ended September 30, 2016, compared to $1.4 million during the three months ended September 30, 2015. The $0.2 million increase in interest expense was primarily due to the higher weighted-average outstanding borrowings under our credit facilities and a higher interest rate during the three months ended September 30, 2016 compared to the three months ended September 30, 2015.

Interest expense, net, increased 29.1% to $4.9 million during the nine months ended September 30, 2016, compared to $3.8 million during the nine months ended September 30, 2015. The $1.1 million increase in interest expense was primarily due to the higher weighted-average outstanding borrowings under our credit facilities and a higher interest rate during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, and $0.3 million of interest expense in 2016 related to the deferred purchase price obligations for the acquisition of Tea Leaves.

Provision for Income Taxes. The provision for income taxes was $0.5 million and $7.3 million during the three months ended September 30, 2016 and 2015, respectively, and $1.8 million and $0.8 million during the nine months ended September 30, 2016 and 2015, respectively. The income tax provisions for the three and nine months ended September 30, 2016 and September 30, 2015 are primarily comprised of deferred tax provision pertaining to basis differences in indefinite lived intangible assets, and to a lesser extent, current tax provision for federal, state, local and foreign taxes. To determine such tax provisions for the three and nine months ended September 30, 2016, we recorded the pro-rated tax provision based upon the full year 2016 estimated income tax provision, referred to herein as the discrete method. We determined that this was within the exception under the interim tax accounting guidance, which requires the use of the estimated Annual Effective Tax Rate, or AETR, method, because our full year forecast of income before taxes is at or near breakeven. Further, normal deviations in the projected full year income would result in disproportionate and material changes to the interim tax provisions under the AETR method. During 2015, we recorded interim tax benefits using the AETR method for the quarters ending March 31, 2015 and June 30, 2015 based on pretax losses for the respective periods, but determined during the quarter ended September 30, 2015 that the AETR method was no longer yielding a reliable interim tax provision. Accordingly, we began using the discrete method indicated above during the quarter ended September 30, 2015, which resulted in the reversal during such quarter of $6.5 million of tax benefit recorded during the first half of 2016.

Supplemental Financial Information

The following discussion provides information regarding Adjusted EBITDA, a performance measure that is not determined in accordance with U.S. generally accepted accounting principles, or GAAP, as well as information regarding certain non-cash operating expenses that are reflected in the Adjusted EBITDA calculation. We use Adjusted EBITDA in conjunction with GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our Board of Directors concerning our financial performance.

We define Adjusted EBITDA as net income (loss) plus: interest expense, net; income tax provision (benefit); depreciation and amortization expense; stock-based compensation expense; compensation expense related to acquisition earn-out and retention bonus arrangements; write-offs of unamortized deferred financing and other debt extinguishment costs; executive transition and reduction in force charges; contract settlement charges; asset impairment charges; and merger-related legal costs. We believe that Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. Furthermore, we believe that:

Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, helps indicate underlying trends in our business, facilitates period-to-period comparisons of operations and comparisons with our peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and

It is useful to exclude certain non-cash charges, such as depreciation and amortization and stock-based compensation and non-core operational charges, such as asset impairment and other charges and write-off of debt extinguishment costs, from Adjusted EBITDA because the amount of such expenses in any specific period may not be directly correlated to the underlying performance of our business operations and these expenses can vary significantly between periods.

We do not place undue reliance on Adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using non-GAAP financial measures, including that other companies may calculate these measures differently than we do, that they do not reflect our capital expenditures or future requirements for capital expenditures and that they do not reflect changes in, or cash requirements for, our working capital.

As Adjusted EBITDA is a non-GAAP measure, the following table presents a reconciliation of net loss to Adjusted EBITDA.

	Three months ended September 30,							Nine months ended September 30,
(in thousands)	2016			2015			2016			2015
Net loss	$	(5,780	)	$	(12,718	)	$	(30,836	)	$	(19,092	)
Add:
Interest expense, net		1,648			1,429			4,918			3,808
Income tax provision		542			7,262			1,790			810
Depreciation and amortization expense		5,937			5,286			17,086			15,157
Stock-based compensation expense		3,011			2,972			10,846			8,216
Compensation expense related to acquisition earnout and retention bonuses		3,642			1,628			11,757			4,587
Executive transition and reduction in force severance charges		556			—			1,666			2,886
Contract settlement charge		—			1,725			—			1,725
Asset impairment charge		—			1,416			—			1,416
Merger-related legal costs		389			—			389			—
Adjusted EBITDA	$	9,945		$	9,000		$	17,616		$	19,513

The following table summarizes our depreciation and amortization and stock compensation expenses included in the Adjusted EBITDA reconciliation table above and details the breakdown of such expenses in the respective statements of operations line-items.

	Three months ended September 30,								Nine months ended September 30,
	Depreciation / amortization				Stock compensation				Depreciation / amortization				Stock compensation
(in thousands)		2016		2015		2016		2015		2016		2015		2016		2015
Sales and marketing	$	413	$	268	$	835	$	954	$	1,178	$	763	$	2,360	$	2,783
Product development		3,866		3,248		485		526		10,947		9,534		2,184		1,525
General and administrative		1,658		1,770		1,691		1,492		4,961		4,860		6,302		3,908
Total expense	$	5,937	$	5,286	$	3,011	$	2,972	$	17,086	$	15,157	$	10,846	$	8,216

Liquidity and Capital Resources

Working Capital

As of September 30, 2016, we had cash and cash equivalents of $22.1 million and working capital of $37.0 million.

Sources of Liquidity and Long-Term Debt

Our primary sources of cash have historically been proceeds from the issuance of convertible redeemable preferred stock, bank borrowings and our IPO. Since the beginning of 2003, we have issued convertible redeemable preferred stock for aggregate net proceeds of $82.0 million, which were converted to common stock upon the IPO on April 2, 2014. Our IPO resulted in net proceeds of $70.6 million after deducting underwriting discounts and commissions and other offering costs. As of September 30, 2016, we had $116.5 million of borrowings outstanding under our credit facility.

Under the Credit Facility, with Silicon Valley Bank and certain other lenders, we maintain a revolver, with a maximum borrowing limit of $82.3 million, and also have a term loan. As of September 30, 2016, there was $56.5 million outstanding on the term loan and $60.0 million outstanding on the revolver, with $22.3 million available to be drawn on the revolver. The repayment terms for any balance outstanding on the revolver provide for quarterly interest payments, with the principal being due in full in November 2019. The repayment terms for the term loan provide for quarterly interest and principal payments, with a maturity date of November 2019. On an annual basis, a calculation is performed to determine excess cash flow, as defined in the Credit Facility agreement, which could result in a mandatory prepayment of excess cash flow in addition to the aforementioned scheduled term loan payments. The interest rate on the revolver and the term loan is equal to the London Inter-Bank Offered Rate, or LIBOR, plus a variable rate ranging from 2.75% to 4.0% depending on our consolidated leverage ratio, as defined in the Credit Facility agreement, and we are charged a commitment fee of 0.50% on the unused portion of the revolver. As of September 30, 2016, the interest rate on our Credit Facility was 4.90%. The Credit Facility contains certain financial and operational covenants with which we must comply, whether or not there are any borrowings outstanding. Such covenants include requirements to maintain a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio, each as defined in the Credit Facility, as well as restrictions on certain types of dispositions, mergers and acquisitions, indebtedness, investments, liens and capital expenditures, issuance of capital stock and our ability to pay dividends and make other distributions. We were in compliance with the financial and operational covenants of the Credit Facility as of September 30, 2016. The Credit Facility is secured by a first priority security interest in substantially all of our existing and future assets.

Effective January 1, 2016, we adopted new accounting guidance that requires us to present unamortized deferred financing costs as a direct reduction of the carrying amount of long-term debt in the balance sheet. The long-term debt balances as of September 30, 2016 and December 31, 2015 in the accompanying consolidated balance sheets are presented net of unamortized deferred financing costs of $2.0 million and $1.9 million, respectively.

Operating and Capital Expenditure Requirements

Our principal uses of cash historically have been to fund operating losses, finance business acquisitions and capital expenditures relating to purchases of property and equipment to support our infrastructure and capitalized product development costs. We currently expect that our existing cash and cash equivalents, together with anticipated cash flows from operations, will be sufficient to fund our anticipated cash needs for at least the next twelve months. Our liquidity could be negatively affected by a decrease in demand for our marketing solutions, including the impact of changes in advertiser spending behavior, and by other factors outside of our control, including general economic conditions, as well as the other risks to our business discussed in “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. Our cash requirements going forward may require us to raise additional funds through borrowing or the issuance of additional equity or equity-linked securities. Any increase in the amount of our borrowings will result in an increase in our interest expense. Future issuance of equity or equity-linked securities will result in dilution to the holders of our common stock. In addition, if the banking system or the financial markets are volatile, our ability to raise additional debt or equity capital could be adversely affected. Additional financing may not be available on commercially reasonable terms or at all.

Components of Liquidity and Capital Resources

	Nine months ended September 30,
(in thousands)	2016			2015
Net cash provided by operating activities	$	18,220		$	19,270
Net cash used in investing activities		(28,681	)		(57,467	)
Net cash provided by financing activities		2,439			22,518
Net decrease in cash and cash equivalents	$	(8,022	)	$	(15,679	)

Operating Activities

For the nine months ended September 30, 2016, net cash provided by operating activities was $18.2 million, consisting of a net loss of $30.8 million, adjusted for non-cash expenses of $29.9 million, including depreciation and amortization, non-cash stock-based compensation expense, provision for deferred income taxes and amortization of deferred financing costs. Additionally, changes in operating assets and liabilities provided $19.1 million of cash, which was primarily due to a decrease in accounts receivable of $23.2 million from higher collections, partially offset by a $3.1 million increase in prepaid expenses and other current assets and a decrease of $1.2 million in deferred revenue. Additionally, the $11.3 million of incremental acquisition earn-out and retention bonuses accrued for the period was offset by the payment of a $5.0 million Cambridge earn-out and a decrease of $6.0 million related primarily to the timing of vendor payments.

For the nine months ended September 30, 2015, net cash provided by operating activities was $19.3 million, consisting of a net loss of $19.1 million, adjusted for non-cash expenses of $25.8 million, including depreciation and amortization, non-cash stock-based compensation expense and the asset impairment charge recognized in the third quarter of 2015. Additionally, changes in operating assets and liabilities provided $12.6 million of cash, which was primarily due to a decrease in accounts receivable of $9.7 million from higher collections, an increase in deferred revenue of $2.3 million and an increase in other current liabilities of $1.9 million, partially offset by a $1.9 million increase in accounts payable and accrued expenses due to the timing of vendor payments.

Investing Activities

Our primary investing activities have historically consisted of additions to property and equipment, including computer hardware and software, leasehold improvements and capitalized product development costs. Additionally, our investing activities included payments made to acquire businesses.

We used $28.7 million of net cash in investing activities during the nine months ended September 30, 2016, consisting of $17.5 million for additions to property and equipment, $11.1 million for the purchase price payments primarily relating to the Tea Leaves acquisition and $0.7 million for the purchase of a perpetual license, partially offset by $0.6 million provided by security deposits and other assets. Net cash used in investing activities was $28.8 million lower than in the nine months ended September 30, 2015.

We used $57.5 million of net cash in investing activities during the nine months ended September 30, 2015, consisting of $10.3 million for additions to property and equipment and $47.3 million for purchase price payments relating to the Cambridge and Tea Leaves acquisitions.

Financing Activities

Our financing activities have historically consisted primarily of borrowings and repayments under our revolver and term loan credit facilities, and payment of related financing costs, and proceeds from the exercise of stock options. In addition to such activities, upon closing our IPO in April 2014, we received proceeds from our IPO, net of underwriting discounts and commissions and related offering costs.

For the nine months ended September 30, 2016, net cash provided by financing activities was $2.4 million. This primarily related to $15.0 million of additional borrowings under our revolver credit facility, offset by $9.6 million in repayments of principal on our term loan facility, including a $4.5 million mandatory prepayment of excess cash flow, as defined in the credit facility agreement, $2.1 million of tax withholding payments related to the net share settlements of RSUs, $0.6 million in capital lease payments and $0.6 million of financing costs paid in connection with amendments to our credit facility. Net cash provided by financing activities was $20.1 million lower than in the nine months ended September 30, 2015.

For the nine months ended September 30, 2015, net cash provided by financing activities was $22.5 million. This primarily related to $15.0 million in net borrowings on the revolver portion of our credit facility, and $8.5 million of borrowings on the term loan portion of the facility offset by $1.6 million in principal payments. Additionally, we received $1.9 million in proceeds from the exercise of stock options, which was partially offset by $0.7 million of financing costs paid in connection with amendments to our credit facility and $0.5 million in capital lease payments.

Off-Balance Sheet Arrangements

We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as part of our ongoing business. Accordingly, our operating results, financial condition and cash flows are not subject to off-balance sheet risks.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. These estimates and assumptions are often based on judgments that we believe to be reasonable under the circumstances at the time made, but all such estimates and assumptions are inherently uncertain and unpredictable. Actual results may differ from those estimates and assumptions and it is possible that other professionals, applying their own judgment to the same facts and circumstances, could develop and support alternative estimates and assumptions that would result in material changes to our operating results and financial condition. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances.

We believe the judgments and estimates involved in revenue recognition and deferred revenue, capitalized software and website development cost, goodwill, other long-lived assets and stock-based compensation have the greatest potential impact on our consolidated financial statements, and consider these to be our critical accounting policies and estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K, filed with the SEC on March 11, 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates, foreign currency exchange rates and inflation. We do not use derivative financial instruments for speculative, hedging or trading purposes, although in the future we may enter into interest rate or exchange rate hedging arrangements to manage the risks described below.

Interest Rate Risk. Our interest income is primarily generated from interest earned on highly liquid, short-term money market funds. Our exposure to market risks related to interest expense is limited to borrowings under our credit facility. Based on the $116.5 million of borrowings outstanding under our credit facility as of September 30, 2016 and the interest rates in effect at that date, our annual interest expense, including the 0.50% commitment fee on the unused portion of the revolver, would amount to $5.9 million. A hypothetical interest rate increase of 1% on our credit facility would increase annual interest expense by $1.2 million. We do not enter into interest rate swaps, caps or collars or other hedging instruments.

Foreign Currency Risk. Substantially all of our revenues and expenses are denominated in U.S. dollars and, therefore, our exposure to market risks related to fluctuations in foreign currency exchange rates is not material.

Inflation Risk. We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 4. 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 September 30, 2016. 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 September 30, 2016, 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.

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 period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material litigation or other legal proceeding.

Item 1A. Risk Factors

Please refer to Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 11, 2016, for a description of certain significant risks and uncertainties to which our business, operations and financial condition are subject.

Set forth below are risks facing our business in addition to the risks described in our Annual Report on Form 10-K for the year ended December 31, 2015.

The announcement and pendency of our merger with a subsidiary of Ziff Davis, LLC could adversely affect our business and result in the loss of employees, customers, partners and other parties.

On October 21, 2016, we announced that we had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ziff Davis, LLC (“Parent”), Project Echo Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Purchaser”), and, solely for Section 9.11 thereof, j2 Global, Inc. (“j2”), pursuant to which and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer on November 2, 2016 (the “Offer”) to purchase all of the outstanding shares of our common stock at a purchase price of $10.50 per share in cash, without interest, subject to any withholding of taxes required by applicable law. Following completion of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into us, and we will survive as a wholly-owned subsidiary of Parent (the “Merger”).

Uncertainty about the effect of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, on our employees, customers, partners and other parties with which we do business may adversely affect our business. Our employees may experience uncertainty about their roles or seniority following the transaction. There can be no assurance that our employees, including key personnel, can be retained to the same extent that we have previously been able to attract and retain employees. Any loss or distraction of such employees could adversely affect our business and operations.

Further, parties with which we do business may experience uncertainty associated with the transactions contemplated by the Merger Agreement, including with respect to current or future business relationships with us. Uncertainty may cause clients to delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with us, which could adversely affect our business, results of operations and financial condition.

The failure to complete the Merger could adversely affect our business and our stock price.

Completion of the Merger with Purchaser is subject to several conditions beyond our control that may prevent, delay, or otherwise adversely affect its completion, including, among other things: (i) at least one share more than 50% of the shares of our common stock having been validly tendered and not properly withdrawn in accordance with the terms of the Offer, and (ii) the waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended has expired or terminated. Some of the conditions to consummation of the Offer and the Merger are not within our control or the control of Parent, Purchaser or j2 and none of us can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived, it is possible that the Merger will not be consummated in the expected time frame or that the Merger Agreement may be terminated. If the proposed Merger or a similar transaction is not completed, the market price of our common stock will drop to the extent that the current market price of our common stock reflects an assumption that such a transaction will be completed. In addition, under circumstances defined in the Merger Agreement, we may be required to pay a termination fee of $15.2 million, which may also deter other potential acquirers from publicly making a competing offer for us that might be more advantageous to our stockholders and could inhibit our ability to engage in certain other transactions for 12 months from the date of the Merger Agreement in certain circumstances. Further, a failed transaction may result in negative publicity and a negative impression of us in the investment community. Finally, any disruption to our business resulting from the announcement and pendency of the Merger and from intensifying competition from our competitors, including any adverse changes in our relationships with our employees, clients, partners and other parties with which we do business, could continue or accelerate in the event of a failed transaction. There can be no assurance that our business, these relationships or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated.

While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our operations and the future of our business.

The Merger Agreement includes restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our businesses in the ordinary course, consistent with past practice, and subjecting us to a variety of specified limitations absent Parent’s prior written consent. We may find that these and other contractual arrangements in the Merger Agreement may delay or prevent us from or limit our ability to respond effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and board of directors think they may be advisable.

In addition, we have diverted, and will continue to divert, significant management resources toward the completion of the transactions contemplated by the Merger Agreement, and we have incurred and will continue to incur, significant costs, fees, expenses and charges related to the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, which may materially and adversely affect our business results and financial condition. These uncertainties and restrictions could materially and adversely impact our revenues, earnings and cash flows and other business results and financial condition, as well as the market price of our common stock and our perceived acquisition value, regardless of whether the Merger is completed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

Recent Sales of Unregistered Equity Securities

None.

(b)

Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description of Document

2.1		Agreement and Plan of Merger, dated as of October 21, 2016, by and among the Registrant, Ziff Davis, LLC, Project Echo Acquisition Corp. and j2 Global, Inc. ⁽¹⁾

3.1		Amended and Restated Certificate of Incorporation. ⁽²⁾

3.2		Amended and Restated Bylaws. ⁽³⁾

10.1		Fifth Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2016, 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.

31.1		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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. ⁽⁴⁾

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. ⁽⁴⁾

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

⁽¹⁾

Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No. 001-36371) filed on October 21, 2016.

⁽²⁾

Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-36371) filed on April 7, 2014.

⁽³⁾

Incorporated herein by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194097), originally filed on February 24, 2014, as amended.

⁽⁴⁾

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.

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 thereunto duly authorized.

	EVERYDAY HEALTH, INC.

	By:	/s/ Benjamin Wolin
		Benjamin Wolin
		Chief Executive Officer and Director
		(Principal Executive Officer)

	By:	/s/ Brian Cooper
		Brian Cooper
		Executive Vice President & Chief Financial Officer
		(Principal Financial and Accounting Officer)

Date: November 8, 2016

Everyday Health, Inc. - FORM 10-Q - November 8, 2016

Attached files

Everyday Health, Inc. Reports