Prospectus Summary
This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, including our consolidated financial statements and related notes, and the risk factors beginning on page 13, before deciding whether to purchase shares of our common stock.
Everyday Health, Inc.
Overview
We are a leading provider of online consumer health solutions. We provide our consumers, advertisers and partners with content and advertising-based services across a broad portfolio of websites that span the health spectrum — from lifestyle offerings in pregnancy, diet and fitness to in-depth medical content for condition prevention and management.
The Internet has fundamentally altered the consumer health market by enabling consumers to readily access a wide variety of useful information and decision-support tools. Historically, consumers accessed such information through general portals, and more recently search engines, each of which serve as gateways to the Internet. The increased reliance on search engines has caused fragmentation of the consumer audience online and has resulted in the growth in popularity of highly-specialized content websites. This is particularly true for the consumer health vertical since consumers have a wide variety of individual health interests. We have designed the Everyday Health portfolio, which includes websites that we operate and with which we partner, to take advantage of this fragmentation by providing multiple sources of trusted and highly-personalized content to satisfy the diverse needs of our consumers and advertising customers. The Everyday Health portfolio consists of over 25 consumer health websites, including www.EverydayHealth.com, www.RevolutionHealth.com, www.WhattoExpect.com, www.JillianMichaels.com, www.SouthBeachDiet.com, www.SparkPeople.com and www.Drugstore.com.
The depth, breadth and quality of the content across the Everyday Health portfolio, including our innovative and personalized tools and community features, have enabled us to serve tens of millions of consumers each month. During 2009, the Everyday Health portfolio attracted an average of 25 million unique visitors per month, according to comScore, Inc., a leading market research firm. Since our inception, over 38 million consumers have registered on our websites to obtain personalized content and features, such as pregnancy calendars, calorie tracking tools or newsletters on requested health topics, and over 1.7 million consumers have paid for a premium subscription service. During 2009, we averaged over 16,000 registrations per day and sent over 410 million opt-in, content-based newsletters per month.
The unique composition of the Everyday Health portfolio, together with our large consumer audience, database of registered users and customized content offerings, has created an attractive platform for national, regional and local advertisers. This aggregation of trusted websites provides a diverse set of highly-targeted solutions for advertisers, including display advertising, integrated sponsorships, custom e-mail campaigns and lead generation products. Our data-driven focus also allows us to provide detailed post-campaign reporting metrics that enable advertisers to assess the effectiveness of their marketing expenditures. We believe this combination of targeted advertising and results-focused measurability allows us to compete favorably in the consumer health vertical. Our advertisers consist primarily of pharmaceutical and medical device companies, manufacturers and retailers of over-the-counter products and consumer-packaged-goods and healthcare providers. During 2009, we featured over 470 brands on the Everyday Health portfolio and our customers included 24 of the top 25 global companies ranked by 2008 healthcare revenue as compiled by MedAdNews and 43 of the top “100 Leading National Advertisers in 2008” as compiled by Advertising Age.
We utilize an integrated approach to developing, operating and promoting the entire Everyday Health portfolio through shared resources. This approach enables us to efficiently operate our own websites, in addition to those of our partners that are looking to expand and monetize their consumer audience online. In addition, the Everyday Health portfolio allows providers of consumer health content with an existing online presence to leverage our advertising platform to increase their revenues, while maintaining editorial and operational control over their content.
XBRL Paragraph Pagebreak XBRL Pagebreak Begin End box 1 END PAGE WIDTH PAGEBREAK BEGIN PAGE WIDTH Begin box 1 XBRL Pagebreak EndWe generate revenues primarily from the sale of advertising and sponsorship services, as well as the sale and licensing of our premium content, including subscriptions to certain websites in the Everyday Health portfolio. Our revenues have increased significantly in recent years as we have launched new content and advertising-based services, acquired complementary businesses, expanded our consumer audience and aggressively grown our advertising customer base.
Industry Background
The widespread adoption of the Internet as a preferred source for consumer information has resulted in the availability of a vast quantity of content across a disparate array of websites. Historically, consumers accessed such information through general portals, which typically have served as a gateway to the Internet and, more recently, search engines that allow consumers to search for information around topics of interest. As a result, we believe that consumers are increasingly seeking websites that are dedicated to a specific vertical content category and provide deeper and more tailored content offerings.
Prior to the widespread adoption of the Internet, quality consumer health information was not readily available, and consumers were forced to rely on their physicians, friends and family, and hard-to-access resources to address their health questions and concerns. The Internet, however, has made such information more accessible and the consumer health vertical has rapidly evolved as one of the largest and fastest growing content categories on the Internet. We believe that the growth of the consumer health vertical will further accelerate due to current legislative and regulatory trends underway in the U.S. that seek to place a greater degree of emphasis on wellness and preventive care as a means of controlling and reducing healthcare costs.
Advertisers are increasingly migrating a greater portion of their spending online as more consumers turn to the Internet as a preferred medium for accessing information and purchasing products and services. According to an August 2009 report by Veronis Suhler Stevenson, a private equity firm, total online advertising represented 18.8% of the total U.S. advertising market in 2009. We believe that the shift to online advertising in the consumer health vertical has not developed as rapidly as the overall online advertising market, and therefore represents a significant opportunity for us.
In addition to providing consumers with free access to a variety of health information, the Internet also provides consumers with a broad range of subscription-based, premium health-related content. We believe that consumer demand for authoritative and differentiated content from trusted sources has contributed to, and will continue to drive, the growth of the subscription-based, premium services market online.
The Everyday Health Solution
We believe our success in becoming a leading provider of online consumer health solutions has been driven by our ability to address the challenges faced by consumers, advertisers and partners. Our portfolio of over 25 websites is designed to enable:
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Premier Portfolio of Trusted Websites. We have built a portfolio of websites that provides consumers with reliable, informative and trusted content. We have enhanced the value of our content offerings by featuring expert opinions from leading authorities on specific health and wellness topics. We own and operate several health and wellness websites, including our flagship website, www.EverydayHealth.com, and we partner with many well-recognized consumer health content providers. For example, we are the exclusive online partner with the author of the What to Expect When You’re Expecting series of books, the best-selling pregnancy books ever published, to develop, operate and monetize www.WhattoExpect.com. We have also partnered with recognized leaders in the health, diet and fitness categories, including the author and publisher of The South Beach Diet (www.SouthBeachDiet.com), one of the best-selling diet books of all time, and Jillian Michaels (www.JillianMichaels.com), from the NBC television show, The Biggest Loser.
Engaging Content, Extensive Personalization Tools and Community Features. Our engaging content, extensive personalization tools and community features are critical components of our value proposition to consumers. We have dedicated significant resources to build a robust and interactive portfolio of websites that allows consumers to readily access the health and wellness content they are seeking to manage their daily lives and address specific issues and concerns. For example, consumers can research symptoms and create personalized tools such as pregnancy calendars, calorie counters, meal plans and drug alerts. We utilize the information that our registered users voluntarily submit to provide them with targeted content, features and tools that are intended to better meet their individual needs. We have also created a community environment that empowers consumers to share information and interact with each other.
Benefits to Advertisers
High Quality and Trusted Platform. We believe that advertisers, particularly large pharmaceutical and medical device companies and manufacturers of over-the-counter and consumer-packaged-goods, are highly sensitive to promoting their products and services in an environment that will not diminish the value of their brand. The Everyday Health portfolio, which features many well-recognized providers of consumer health content, provides advertisers with a trusted platform in which to promote their offerings.
Large Audience Scale. The Everyday Health portfolio attracts a large number of unique visitors, making it attractive to advertisers in light of the highly-fragmented nature of the online consumer health market. We believe that the overall size, scale and composition of the Everyday Health portfolio, as well as the discrete categories within the portfolio that engage the audience around specific consumer health topics, provide advertisers with significant flexibility to undertake multiple advertising strategies through a single platform, whether focused on a national, regional or local audience.
Targeted and Innovative Solutions. We believe that the Everyday Health portfolio provides advertisers with a compelling opportunity to reach consumers in a contextually-relevant environment. Our focus on customized offerings, in addition to our engaged consumer base, allows advertisers to effectively target their desired audience through highly immersive and interactive campaigns. Our suite of advertising solutions, when combined with our extensive database of information voluntarily provided by millions of registered users, can facilitate advertising campaigns that are directed at specific geographic areas, demographic groups, interests, issues or user communities. Moreover, our data-driven focus enables us to provide detailed post-campaign reporting and metrics that allow advertisers to measure their results and evaluate the effectiveness of their campaigns.
Benefits to Partners
Online Expertise and Portfolio Integration. A premier consumer health website requires timely and updated content, interactive tools and applications and robust community features. We have expertise in developing content, integrating new websites and cross-promoting our content offerings across the Everyday Health portfolio to our consumers. We believe that such cross-promotion activities, combined with our comprehensive user database and experience in operating and promoting websites, make us well suited to promote our partners’ content and expand their consumer audience online.
XBRL Paragraph Pagebreak XBRL Pagebreak Begin End box 1 END PAGE WIDTH PAGEBREAK BEGIN PAGE WIDTH Begin box 1 XBRL Pagebreak EndMonetization Opportunities. As consumers become more sophisticated in their use of the Internet and the use of search engines continues to fragment the audience, the Everyday Health portfolio provides an attractive method for our partners to monetize their content and create new revenue streams. The Everyday Health portfolio enables our partners to benefit from the large and targeted advertising platform that we have created to increase their exposure to major advertisers, thereby increasing their revenues, without relinquishing editorial and operational control over their content offerings.
Our Strategy
Our goal is to offer the best content, tools and community features across the health spectrum, while providing a compelling platform for an increasing number of advertisers and partners seeking to engage with our large and growing consumer base. Key elements of our strategy include:
Preferred Stock Conversion and Reverse Stock Split
Prior to the consummation of this offering, all of the outstanding shares of our redeemable convertible preferred stock will automatically convert into shares of our common stock, which we refer to in this prospectus as the automatic preferred stock conversion. As a result, after this offering, we will only have common stock outstanding. Prior to the consummation of this offering, we will also increase our total authorized number of shares of capital stock, make certain changes to our charter documents and effect a to reverse stock split, which we refer to in this prospectus as the reverse stock split.
Corporate History and Information
We were incorporated in Delaware in January 2002 as Agora Media Inc. We changed our name to Waterfront Media Inc. in January 2004. In January 2010, to better align our corporate identity with the Everyday Health brand, we changed our name to Everyday Health, Inc. References herein to “Everyday Health,” the “company,” “we,” “our” and “us” refer to the operations of Everyday Health, Inc. and its consolidated subsidiaries, unless otherwise specified.
Our principal executive office is located at 45 Main Street, Suite 800, Brooklyn, NY 11201, and our telephone number is (718) 797-0722. Our Internet website address is www.EverydayHealth.com. The information on, or that can be accessed through, any website in the Everyday Health portfolio is not part of this prospectus, and you should not consider any information on, or that can be accessed through, any website in the Everyday Health portfolio as part of this prospectus.
The names Everyday Health, Revolution Health, CarePages, Daily Glow and our logos are trademarks, service marks or trade names owned by us. All other trademarks, service marks or trade names appearing in this prospectus are owned by their respective holders.
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The number of shares of common stock that will be outstanding after this offering is based on 30,265,028 shares of common stock outstanding as of September 30, 2009 after giving effect to the assumptions in the following paragraph, and excludes:
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