EXHIBIT 99.2
WebMD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | | |
| | | | |
| | Three Months Ended | | Years Ended |
| |
| |
|
| | December 31, | | December 31, | | December 31, | | December 31, |
| | 2002 (b) | | 2001 (b) | | 2002 (b) | | 2001 (b) |
| |
| |
| |
| |
|
Revenue (a) | | $ | 241,405 | | | $ | 223,541 | | | $ | 925,877 | | | $ | 901,028 | |
Costs and expenses | | | | | | | | | | | | | | | | |
| Cost of operations (a) | | | 138,132 | | | | 145,951 | | | | 545,142 | | | | 604,201 | |
| Development and engineering | | | 10,908 | | | | 10,342 | | | | 43,849 | | | | 43,839 | |
| Sales, marketing, general and administrative | | | 66,912 | | | | 97,587 | | | | 291,710 | | | | 457,540 | |
| Depreciation and amortization | | | 31,085 | | | | 125,970 | | | | 130,074 | | | | 2,400,804 | |
| Impairment of long-lived and other assets | | | – | | | | – | | | | 609 | | | | 3,826,893 | |
| Restructuring and integration charge (benefit) | | | – | | | | 46,594 | | | | (4,690 | ) | | | 266,755 | |
| Gain on investments | | | – | | | | – | | | | 6,547 | | | | – | |
| Interest income | | | 5,258 | | | | 3,937 | | | | 19,662 | | | | 30,544 | |
| Interest expense | | | 2,920 | | | | 147 | | | | 8,940 | | | | 1,101 | |
| Other income, net | | | 1,521 | | | | – | | | | 3,844 | | | | – | |
| | |
| | | |
| | | |
| | | |
| |
Income (loss) before income tax (benefit) provision | | | (1,773 | ) | | | (199,113 | ) | | | (59,704 | ) | | | (6,669,561 | ) |
| Income tax (benefit) provision | | | 656 | | | | 417 | | | | (10,002 | ) | | | 2,757 | |
| | |
| | | |
| | | |
| | | |
| |
Net income (loss) | | $ | (2,429 | ) | | $ | (199,530 | ) | | $ | (49,702 | ) | | $ | (6,672,318 | ) |
| | |
| | | |
| | | |
| | | |
| |
Basic and diluted net income (loss) per common share | | $ | (0.01 | ) | | $ | (0.62 | ) | | $ | (0.16 | ) | | $ | (19.14 | ) |
| | |
| | | |
| | | |
| | | |
| |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share | | | 298,188 | | | | 319,994 | | | | 304,168 | | | | 348,570 | |
| | |
| | | |
| | | |
| | | |
| |
(a) Effective January 1, 2002, the Company has changed its accounting as required by EITF 01-14 and has included the revenue related to reimbursement of out-of-pocket expenses as a component of both revenues and cost of operations. This reclassification resulted in an increase in previously reported revenue and cost of operations of $18,135 and $73,408 for the three and twelve months ended December 31, 2001, respectively.
(b) The Company terminated its divestiture efforts related to Porex, its Plastic Technologies segment in February 2003. Consequently, the related assets, liabilities and results of operations have been reclassified to reflect Porex as a continuing operation for all periods presented.
WebMD CORPORATION
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | | |
| | | | |
| | Three Months Ended | | Years Ended |
| |
| |
|
| | December 31, | | December 31, | | December 31, | | December 31, |
| | 2002 (b) | | 2001 (b) | | 2002 (b) | | 2001 (b) |
| |
| |
| |
| |
|
Revenue | | | | | | | | | | | | | | | | |
| Transaction services (a) | | $ | 116,653 | | | $ | 113,100 | | | $ | 466,810 | | | $ | 457,448 | |
| Physician services | | | 72,568 | | | | 65,500 | | | | 275,306 | | | | 260,209 | |
| Portal services | | | 29,305 | | | | 20,066 | | | | 84,296 | | | | 74,626 | |
| Plastic technologies | | | 28,188 | | | | 29,051 | | | | 119,992 | | | | 121,025 | |
| Eliminations and other, net | | | (5,309) | | | | (4,176) | | | | (20,527) | | | | (12,280) | |
| | |
| | | |
| | | |
| | | |
| |
| | $ | 241,405 | | | $ | 223,541 | | | $ | 925,877 | | | $ | 901,028 | |
| | |
| | | |
| | | |
| | | |
| |
Income (loss) before taxes, restructuring, non-cash and other items | | | | | | | | | | | | | | | | |
| Transaction services | | $ | 25,025 | | | $ | 13,609 | | | $ | 85,154 | | | $ | 41,987 | |
| Physician services | | | 7,025 | | | | 5,495 | | | | 26,685 | | | | 20,827 | |
| Portal services | | | 9,053 | | | | (12,611) | | | | 5,574 | | | | (79,437) | |
| Plastic technologies | | | 6,735 | | | | 7,304 | | | | 30,006 | | | | 30,809 | |
| Corporate and other | | | (12,531) | | | | (16,625) | | | | (51,272) | | | | (94,813) | |
| Interest income | | | 5,258 | | | | 3,937 | | | | 19,662 | | | | 30,544 | |
| Interest expense | | | (2,920) | | | | (147) | | | | (8,940) | | | | (1,101) | |
| | |
| | | |
| | | |
| | | |
| |
| | $ | 37,645 | | | $ | 962 | | | $ | 106,869 | | | $ | (51,184) | |
| | |
| | | |
| | | |
| | | |
| |
| Basic and diluted income (loss) per common share before taxes, restructuring, non-cash and other items (c) | | $ | 0.13 | | | $ | 0.00 | | | $ | 0.35 | | | $ | (0.15) | |
| | |
| | | |
| | | |
| | | |
| |
|
Taxes, restructuring, non-cash and other items | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | $ | (31,085) | | | $ | (125,970) | | | $ | (130,074) | | | $ | (2,400,804) | |
| Amortization of prepaid content and services (included in cost of operations) | | | (2,588) | | | | (1,531) | | | | (4,765) | | | | (1,531) | |
| Amortization of prepaid content and services (included in sales, marketing, general and administrative) | | | (3,560) | | | | (17,713) | | | | (20,941) | | | | (43,943) | |
| Non-cash stock compensation (included in sales, marketing, general and administrative) | | | (3,706) | | | | (8,267) | | | | (25,265) | | | | (78,451) | |
| Impairment of long-lived and other assets | | | – | | | | – | | | | (609) | | | | (3,826,893) | |
| Restructuring and integration (charge) benefit | | | – | | | | (46,594) | | | | 4,690 | | | | (266,755) | |
| Income tax benefit (provision) | | | (656) | | | | (417) | | | | 10,002 | | | | (2,757) | |
| Other income, net | | | 1,521 | | | | – | | | | 3,844 | | | | – | |
| Gain on investments | | | – | | | | – | | | | 6,547 | | | | – | |
| | |
| | | |
| | | |
| | | |
| |
Net income (loss) | | $ | (2,429) | | | $ | (199,530) | | | $ | (49,702) | | | $ | (6,672,318) | |
| | |
| | | |
| | | |
| | | |
| |
(a) Effective January 1, 2002, the Company has changed its accounting as required by EITF 01-14 and has included the revenue related to reimbursement of out-of-pocket expenses as a component of both revenues and cost of operations. This reclassification resulted in an increase in previously reported revenue and cost of operations of $18,135 and $73,408 for the three and twelve months ended December 31, 2001, respectively.
(b) The Company terminated its divestiture efforts related to Porex, its Plastic Technologies segment in February 2003. Consequently, the related assets, liabilities and results of operations have been reclassified to reflect Porex as a continuing operation for all periods presented.
(c) Basic and diluted income (loss) per common share before taxes, restructuring, non-cash and other items is based on the weighted average shares outstanding used in computing basic and diluted net income (loss) per common share.
WebMD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | | |
| | December 31, | | December 31, |
| | 2002 (a) | | 2001 (a) |
| |
| |
|
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 179,541 | | | $ | 286,273 | |
Short-term investments | | | 10,888 | | | | 100,249 | |
Accounts receivable, net | | | 170,467 | | | | 166,582 | |
Inventory | | | 18,804 | | | | 19,185 | |
Current portion of prepaid content and distribution services | | | 25,406 | | | | 28,818 | |
Other current assets | | | 26,197 | | | | 16,852 | |
| | |
| | | |
| |
| Total current assets | | | 431,303 | | | | 617,959 | |
Marketable debt securities | | | 449,289 | | | | 3,062 | |
Marketable equity securities | | | 7,427 | | | | 15,707 | |
Property and equipment, net | | | 94,737 | | | | 94,208 | |
Prepaid content and distribution services | | | 48,532 | | | | 71,579 | |
Goodwill, net | | | 629,055 | | | | 587,254 | |
Intangible assets, net | | | 79,536 | | | | 188,524 | |
Other assets | | | 26,369 | | | | 23,161 | |
| | |
| | | |
| |
| | $ | 1,766,248 | | | $ | 1,601,454 | |
| | |
| | | |
| |
Liabilities and Stockholders’ Equity | | | | | | | | |
Accounts payable | | $ | 11,494 | | | $ | 19,315 | |
Accrued expenses | | | 212,600 | | | | 241,706 | |
Deferred revenue | | | 81,179 | | | | 65,861 | |
Current portion of long-term debt | | | 6,546 | | | | 209 | |
| | |
| | | |
| |
| Total current liabilities | | | 311,819 | | | | 327,091 | |
Convertible subordinated notes | | | 300,000 | | | | – | |
Long-term debt | | | 119 | | | | 7,624 | |
Other long-term liabilities | | | 509 | | | | 1,227 | |
Series B convertible redeemable preferred stock | | | – | | | | 10,000 | |
Stockholders’ Equity | | | 1,153,801 | | | | 1,255,512 | |
| | |
| | | |
| |
| | $ | 1,766,248 | | | $ | 1,601,454 | |
| | |
| | | |
| |
(a) The Company terminated its divestiture efforts related to Porex, its Plastic Technologies segment in February 2003. Consequently, the related assets, liabilities and results of operations have been reclassified to reflect Porex as a continuing operation for all periods presented.