Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | | | | | | | | | | | | | |
Revenue | | $ | 98,631 | | | $ | 86,004 | | | $ | 188,895 | | | $ | 166,654 | |
Cost of operations | | | 39,229 | | | | 31,968 | | | | 75,794 | | | | 62,895 | |
Sales and marketing | | | 26,797 | | | | 24,898 | | | | 54,358 | | | | 50,047 | |
General and administrative | | | 15,139 | | | | 14,211 | | | | 29,865 | | | | 27,691 | |
Depreciation and amortization | | | 6,804 | | | | 7,087 | | | | 13,741 | | | | 13,759 | |
Interest income | | | 924 | | | | 2,350 | | | | 1,899 | | | | 5,803 | |
Impairment of auction rate securities | | | — | | | | — | | | | — | | | | 27,406 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations before income tax provision | | | 11,586 | | | | 10,190 | | | | 17,036 | | | | (9,341 | ) |
Income tax provision | | | 4,636 | | | | 4,501 | | | | 6,847 | | | | 7,933 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 6,950 | | | | 5,689 | | | | 10,189 | | | | (17,274 | ) |
(Loss) income from discontinued operations, net of tax | | | (4,867 | ) | | | 663 | | | | (5,290 | ) | | | 291 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 2,083 | | | $ | 6,352 | | | $ | 4,899 | | | $ | (16,983 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.12 | | | $ | 0.10 | | | $ | 0.18 | | | $ | (0.30 | ) |
(Loss) income from discontinued operations | | | (0.08 | ) | | | 0.01 | | | | (0.09 | ) | | | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.04 | | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.12 | | | $ | 0.10 | | | $ | 0.17 | | | $ | (0.30 | ) |
(Loss) income from discontinued operations | | | (0.08 | ) | | | 0.01 | | | | (0.09 | ) | | | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.04 | | | $ | 0.11 | | | $ | 0.08 | | | $ | (0.29 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,675 | | | | 57,693 | | | | 57,625 | | | | 57,664 | |
| | | | | | | | | | | | |
Diluted | | | 58,632 | | | | 59,061 | | | | 58,370 | | | | 57,664 | |
| | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Revenue | | | | | | | | | | | | | | | | |
Public portal advertising and sponsorship | | $ | 75,992 | | | $ | 64,138 | | | $ | 143,281 | | | $ | 122,865 | |
Private portal services | | | 22,639 | | | | 21,866 | | | | 45,614 | | | | 43,789 | |
| | | | | | | | | | | | |
| | $ | 98,631 | | | $ | 86,004 | | | $ | 188,895 | | | $ | 166,654 | |
| | | | | | | | | | | | |
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a) | | $ | 23,218 | | | $ | 18,392 | | | $ | 41,906 | | | $ | 34,724 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Adjusted EBITDA per basic common share | | $ | 0.40 | | | $ | 0.32 | | | $ | 0.73 | | | $ | 0.60 | |
| | | | | | | | | | | | |
Adjusted EBITDA per diluted common share | | $ | 0.40 | | | $ | 0.31 | | | $ | 0.72 | | | $ | 0.60 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Interest, taxes, non-cash and other items (b) | | | | | | | | | | | | | | | | |
Interest income | | | 924 | | | | 2,350 | | | | 1,899 | | | | 5,803 | |
Depreciation and amortization | | | (6,804 | ) | | | (7,087 | ) | | | (13,741 | ) | | | (13,759 | ) |
Non-cash advertising | | | — | | | | — | | | | (1,753 | ) | | | (1,558 | ) |
Non-cash stock-based compensation | | | (5,752 | ) | | | (3,465 | ) | | | (11,275 | ) | | | (7,145 | ) |
Impairment of auction rate securities | | | — | | | | — | | | | — | | | | (27,406 | ) |
Income tax provision | | | (4,636 | ) | | | (4,501 | ) | | | (6,847 | ) | | | (7,933 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 6,950 | | | | 5,689 | | | | 10,189 | | | | (17,274 | ) |
(Loss) income from discontinued operations, net of tax | | | (4,867 | ) | | | 663 | | | | (5,290 | ) | | | 291 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 2,083 | | | $ | 6,352 | | | $ | 4,899 | | | $ | (16,983 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.12 | | | $ | 0.10 | | | $ | 0.18 | | | $ | (0.30 | ) |
(Loss) income from discontinued operations | | | (0.08 | ) | | | 0.01 | | | | (0.09 | ) | | | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.04 | | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.12 | | | $ | 0.10 | | | $ | 0.17 | | | $ | (0.30 | ) |
(Loss) income from discontinued operations | | | (0.08 | ) | | | 0.01 | | | | (0.09 | ) | | | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.04 | | | $ | 0.11 | | | $ | 0.08 | | | $ | (0.29 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing per share amounts: | | | | | | | | | | | | | | | | |
Basic | | | 57,675 | | | | 57,693 | | | | 57,625 | | | | 57,664 | |
| | | | | | | | | | | | |
Diluted | | | 58,632 | | | | 59,061 | | | | 58,370 | | | | 57,664 | |
| | | | | | | | | | | | |
| | |
(a) | | See Annex A — Explanation of Non-GAAP Financial Measures |
|
(b) | | Reconciliation of Adjusted EBITDA to net income (loss) |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | June 30, 2009 | | | December 31, 2008 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 246,878 | | | $ | 191,659 | |
Accounts receivable, net | | | 78,674 | | | | 93,082 | |
Current portion of prepaid advertising | | | — | | | | 1,753 | |
Other current assets | | | 11,147 | | | | 11,358 | |
Assets of discontinued operations | | | 5,111 | | | | 12,575 | |
| | | | | | |
Total current assets | | | 341,810 | | | | 310,427 | |
| | | | | | | | |
Investments | | | 126,330 | | | | 133,563 | |
Property and equipment, net | | | 54,513 | | | | 54,165 | |
Goodwill | | | 208,967 | | | | 208,967 | |
Intangible assets, net | | | 22,878 | | | | 26,237 | |
Other assets | | | 17,956 | | | | 22,573 | |
| | | | | | |
| | $ | 772,454 | | | $ | 755,932 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 29,273 | | | $ | 31,241 | |
Deferred revenue | | | 86,261 | | | | 79,613 | |
Due to HLTH | | | 736 | | | | 427 | |
Liabilities of discontinued operations | | | 792 | | | | 2,599 | |
| | | | | | |
Total current liabilities | | | 117,062 | | | | 113,880 | |
| | | | | | | | |
Other long-term liabilities | | | 7,803 | | | | 8,334 | |
| | | | | | | | |
Stockholders’ equity | | | 647,589 | | | | 633,718 | |
| | | | | | |
| | $ | 772,454 | | | $ | 755,932 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2009 | | | 2008 | |
Cash flows from operating activities: | | | | | | | | |
Net income (loss) | | $ | 4,899 | | | $ | (16,983 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
Loss (income) from discontinued operations, net of tax | | | 5,290 | | | | (291 | ) |
Depreciation and amortization | | | 13,741 | | | | 13,759 | |
Non-cash advertising | | | 1,753 | | | | 1,558 | |
Non-cash stock-based compensation | | | 11,275 | | | | 7,145 | |
Deferred and other income taxes | | | 6,545 | | | | 6,568 | |
Impairment of auction rate securities | | | — | | | | 27,406 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 14,408 | | | | 15,249 | |
Other assets | | | (1,139 | ) | | | (1,393 | ) |
Accrued expenses and other long-term liabilities | | | (2,499 | ) | | | (5,056 | ) |
Due to HLTH | | | 309 | | | | 1,246 | |
Deferred revenue | | | 6,648 | | | | 10,195 | |
| | | | | | |
Net cash provided by continuing operations | | | 61,230 | | | | 59,403 | |
Net cash provided by discontinued operations | | | 506 | | | | 3,355 | |
| | | | | | |
Net cash provided by operating activities | | | 61,736 | | | | 62,758 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 900 | | | | 41,300 | |
Purchases of available-for-sale securities | | | — | | | | (127,900 | ) |
Purchases of property and equipment | | | (10,833 | ) | | | (6,906 | ) |
Cash received from sale of business, net of fees | | | 250 | | | | 1,133 | |
| | | | | | |
Net cash used in continuing operations | | | (9,683 | ) | | | (92,373 | ) |
Net cash used in discontinued operations | | | (7 | ) | | | (40 | ) |
| | | | | | |
Net cash used in investing activities | | | (9,690 | ) | | | (92,413 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of common stock | | | 3,173 | | | | 2,392 | |
| | | | | | |
Net cash provided by financing activities | | | 3,173 | | | | 2,392 | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 55,219 | | | | (27,263 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 191,659 | | | | 213,753 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 246,878 | | | $ | 186,490 | |
| | | | | | |