EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
The following unaudited pro forma condensed consolidated balance sheet of HLTH Corporation (“HLTH”) presents financial information giving effect to the sale of our ViPS segment (“ViPS”). The sale has been accounted for in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2008 presents the consolidated financial position of HLTH, giving effect to the sale as if it had occurred on March 31, 2008.
The historical consolidated balance sheet of HLTH has been adjusted to give effect to pro forma events that are directly attributable to the sale and factually supportable. You should read this information in conjunction with:
| | • | | the accompanying notes to the unaudited pro forma condensed consolidated balance sheet, which describe certain estimates and assumptions made in preparing such balance sheet and in making the adjustments reflected therein; |
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| | • | | HLTH’s historical unaudited financial statements as of and for the three months ended March 31, 2008 included in HLTH’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008; and |
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| | • | | HLTH’s historical financial statements as of and for the three years in the period ended December 31, 2007 included in the Current Report on Form 8-K filed with the SEC on June 27, 2008. |
The unaudited pro forma condensed consolidated balance sheet has been prepared for informational purposes only. The unaudited pro forma condensed consolidated balance sheet is not necessarily indicative of the financial position that actually would have been realized had the sale been completed at the date indicated. In addition, the unaudited pro forma condensed consolidated balance sheet does not purport to project the future financial position of HLTH.
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HLTH CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2008
(In thousands)
| | | | | | | | | | | | | |
| | | As | | | Pro Forma | | | HLTH | |
| | | Reported | | | Adjustments | | | Pro Forma | |
ASSETS | | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 1,106,128 | | | $ | 220,000 | (a) | | $ | 1,326,128 | |
| Short-term investments | | | 309,256 | | | | — | | | | 309,256 | |
| Accounts receivable, net | | | 73,861 | | | | — | | | | 73,861 | |
| Prepaid expenses and other current assets | | | 27,809 | | | | (1,553 | ) (c) | | | 26,256 | |
| Assets of discontinued operations | | | 266,591 | | | | (142,197 | ) (b) | | | 124,394 | |
| | | | | | | | | | |
| Total current assets | | | 1,783,645 | | | | 76,250 | | | | 1,859,895 | |
| | | | | | | | | | | | | |
| Marketable equity securities | | | 2,036 | | | | — | | | | 2,036 | |
| Property and equipment, net | | | 47,883 | | | | — | | | | 47,883 | |
| Goodwill | | | 214,623 | | | | (3,061 | ) (c) | | | 211,562 | |
| Intangible assets, net | | | 33,766 | | | | | | | | 33,766 | |
| Other assets | | | 59,922 | | | | (13,979 | ) (c) | | | 45,943 | |
TOTAL ASSETS | | $ | 2,141,875 | | | $ | 59,210 | | | $ | 2,201,085 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | |
| Accrued expenses | | $ | 59,002 | | | $ | — | | | $ | 59,002 | |
| Deferred revenue | | | 88,114 | | | | — | | | | 88,114 | |
| Liabilities of discontinued operations | | | 113,397 | | | | (30,161 | ) (b) | | | 83,236 | |
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| Total current liabilities | | | 260,513 | | | | (30,161 | ) | | | 230,352 | |
| | | | | | | | | | | | | |
| Convertible notes | | | 650,000 | | | | — | | | | 650,000 | |
| Other long-term liabilities | | | 21,214 | | | | — | | | | 21,214 | |
| Minority interest in WebMD Health Corp. | | | 130,231 | | | | — | | | | 130,231 | |
| Stockholders’ equity | | | 1,079,917 | | | | 89,371 | (d) | | | 1,169,288 | |
| | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 2,141,875 | | | $ | 59,210 | | | $ | 2,201,085 | |
| | | | | | | | | | |
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NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
The “as reported” financial information as of March 31, 2008 has been derived from our historical financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008.
The pro forma adjustments related to the unaudited pro forma condensed consolidated balance sheet as of March 31, 2008 assume the sale took place on March 31, 2008 and are as follows:
(a) Represents the estimated cash proceeds from the sale of $225 million, net of approximately $5 million of taxes and transaction costs incurred in connection with the sale.
(b) Represents the elimination of the assets and liabilities of ViPS.
(c) Represents the tax impact to HLTH’s goodwill and the increase to HLTH's deferred tax valuation allowance as a result of the disposition of ViPS.
(d) Represents the net impact to equity of the above pro forma adjustments.
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