Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Revenue | | $ | 111,568 | | | $ | 96,797 | | | $ | 300,463 | | | $ | 263,451 | |
Cost of operations | | | 41,965 | | | | 34,225 | | | | 117,759 | | | | 97,120 | |
Sales and marketing | | | 26,265 | | | | 26,021 | | | | 80,623 | | | | 76,068 | |
General and administrative | | | 15,961 | | | | 14,774 | | | | 45,826 | | | | 42,465 | |
Depreciation and amortization | | | 6,988 | | | | 7,056 | | | | 20,729 | | | | 20,815 | |
Interest income | | | 834 | | | | 2,616 | | | | 2,733 | | | | 8,419 | |
Impairment of auction rate securities | | | — | | | | — | | | | — | | | | 27,406 | |
| | | | | | | | | | | | |
Income from continuing operations before income tax provision | | | 21,223 | | | | 17,337 | | | | 38,259 | | | | 7,996 | |
Income tax provision | | | 8,622 | | | | 7,375 | | | | 15,469 | | | | 15,308 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 12,601 | | | | 9,962 | | | | 22,790 | | | | (7,312 | ) |
Income (loss) from discontinued operations, net of tax | | | 190 | | | | 804 | | | | (5,100 | ) | | | 1,095 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 12,791 | | | $ | 10,766 | | | $ | 17,690 | | | $ | (6,217 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.22 | | | $ | 0.17 | | | $ | 0.39 | | | $ | (0.13 | ) |
Income (loss) from discontinued operations | | | 0.00 | | | | 0.02 | | | | (0.09 | ) | | | 0.02 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.22 | | | $ | 0.19 | | | $ | 0.30 | | | $ | (0.11 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.21 | | | $ | 0.17 | | | $ | 0.39 | | | $ | (0.13 | ) |
Income (loss) from discontinued operations | | | 0.00 | | | | 0.01 | | | | (0.09 | ) | | | 0.02 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.21 | | | $ | 0.18 | | | $ | 0.30 | | | $ | (0.11 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,777 | | | | 57,770 | | | | 57,676 | | | | 57,699 | |
| | | | | | | | | | | | |
Diluted | | | 58,844 | | | | 59,111 | | | | 58,445 | | | | 57,699 | |
| | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Revenue | | | | | | | | | | | | | | | | |
Public portal advertising and sponsorship | | $ | 89,414 | | | $ | 74,658 | | | $ | 232,695 | | | $ | 197,523 | |
Private portal services | | | 22,154 | | | | 22,139 | | | | 67,768 | | | | 65,928 | |
| | | | | | | | | | | | |
| | $ | 111,568 | | | $ | 96,797 | | | $ | 300,463 | | | $ | 263,451 | |
| | | | | | | | | | | | |
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a) | | $ | 33,123 | | | $ | 25,467 | | | $ | 75,029 | | | $ | 60,191 | |
|
| | | | | | | | | | | | |
Adjusted EBITDA per basic common share | | $ | 0.57 | | | $ | 0.44 | | | $ | 1.30 | | | $ | 1.04 | |
| | | | | | | | | | | | |
Adjusted EBITDA per diluted common share | | $ | 0.56 | | | $ | 0.43 | | | $ | 1.28 | | | $ | 1.04 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Interest, taxes, non-cash and other items (b) | | | | | | | | | | | | | | | | |
Interest income | | | 834 | | | | 2,616 | | | | 2,733 | | | | 8,419 | |
Depreciation and amortization | | | (6,988 | ) | | | (7,056 | ) | | | (20,729 | ) | | | (20,815 | ) |
Non-cash advertising | | | — | | | | (178 | ) | | | (1,753 | ) | | | (1,736 | ) |
Non-cash stock-based compensation | | | (5,746 | ) | | | (3,512 | ) | | | (17,021 | ) | | | (10,657 | ) |
Impairment of auction rate securities | | | — | | | | — | | | | — | | | | (27,406 | ) |
Income tax provision | | | (8,622 | ) | | | (7,375 | ) | | | (15,469 | ) | | | (15,308 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 12,601 | | | | 9,962 | | | | 22,790 | | | | (7,312 | ) |
Income (loss) from discontinued operations, net of tax | | | 190 | | | | 804 | | | | (5,100 | ) | | | 1,095 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 12,791 | | | $ | 10,766 | | | $ | 17,690 | | | $ | (6,217 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.22 | | | $ | 0.17 | | | $ | 0.39 | | | $ | (0.13 | ) |
Income (loss) from discontinued operations | | | 0.00 | | | | 0.02 | | | | (0.09 | ) | | | 0.02 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.22 | | | $ | 0.19 | | | $ | 0.30 | | | $ | (0.11 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.21 | | | $ | 0.17 | | | $ | 0.39 | | | $ | (0.13 | ) |
Income (loss) from discontinued operations | | | 0.00 | | | | 0.01 | | | | (0.09 | ) | | | 0.02 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.21 | | | $ | 0.18 | | | $ | 0.30 | | | $ | (0.11 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing per share amounts: | | | | | | | | | | | | | | | | |
Basic | | | 57,777 | | | | 57,770 | | | | 57,676 | | | | 57,699 | |
| | | | | | | | | | | | |
Diluted | | | 58,844 | | | | 59,111 | | | | 58,445 | | | | 57,699 | |
| | | | | | | | | | | | |
| | |
(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)
| | | | | | | | |
| | September 30, 2009 | | | December 31, 2008 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 275,250 | | | $ | 191,659 | |
Accounts receivable, net | | | 87,072 | | | | 93,082 | |
Current portion of prepaid advertising | | | — | | | | 1,753 | |
Other current assets | | | 9,286 | | | | 11,358 | |
Assets of discontinued operations | | | — | | | | 12,575 | |
| | | | | | |
Total current assets | | | 371,608 | | | | 310,427 | |
| | | | | | | | |
Investments | | | 126,564 | | | | 133,563 | |
Property and equipment, net | | | 52,286 | | | | 54,165 | |
Goodwill | | | 208,967 | | | | 208,967 | |
Intangible assets, net | | | 21,416 | | | | 26,237 | |
Other assets | | | 13,259 | | | | 22,573 | |
| | | | | | |
| | $ | 794,100 | | | $ | 755,932 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 31,760 | | | $ | 31,241 | |
Deferred revenue | | | 83,861 | | | | 79,613 | |
Due to HLTH | | | 1,378 | | | | 427 | |
Liabilities of discontinued operations | | | — | | | | 2,599 | |
| | | | | | |
Total current liabilities | | | 116,999 | | | | 113,880 | |
| | | | | | | | |
Other long-term liabilities | | | 7,539 | | | | 8,334 | |
| | | | | | | | |
Stockholders’ equity | | | 669,562 | | | | 633,718 | |
| | | | | | |
| | $ | 794,100 | | | $ | 755,932 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Nine Months Ended September 30, | |
| | 2009 | | | 2008 | |
Cash flows from operating activities: | | | | | | | | |
Net income (loss) | | $ | 17,690 | | | $ | (6,217 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
Loss (income) from discontinued operations, net of tax | | | 5,100 | | | | (1,095 | ) |
Depreciation and amortization | | | 20,729 | | | | 20,815 | |
Non-cash advertising | | | 1,753 | | | | 1,736 | |
Non-cash stock-based compensation | | | 17,021 | | | | 10,657 | |
Deferred and other income taxes | | | 14,835 | | | | 14,977 | |
Impairment of auction rate securities | | | — | | | | 27,406 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 6,010 | | | | 6,275 | |
Other assets | | | (587 | ) | | | (2,651 | ) |
Accrued expenses and other long-term liabilities | | | (276 | ) | | | (286 | ) |
Due to HLTH | | | 951 | | | | 563 | |
Deferred revenue | | | 4,248 | | | | 5,367 | |
| | | | | | |
Net cash provided by continuing operations | | | 87,474 | | | | 77,547 | |
Net cash provided by discontinued operations | | | 728 | | | | 3,205 | |
| | | | | | |
Net cash provided by operating activities | | | 88,202 | | | | 80,752 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 1,800 | | | | 43,300 | |
Purchases of available-for-sale securities | | | — | | | | (127,900 | ) |
Purchases of property and equipment | | | (14,131 | ) | | | (15,014 | ) |
Cash received from sale of businesses, net of fees | | | 2,840 | | | | 1,133 | |
| | | | | | |
Net cash used in continuing operations | | | (9,491 | ) | | | (98,481 | ) |
Net cash used in discontinued operations | | | (8 | ) | | | (40 | ) |
| | | | | | |
Net cash used in investing activities | | | (9,499 | ) | | | (98,521 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of common stock | | | 4,823 | | | | 3,453 | |
Tax benefit on stock-based awards | | | 65 | | | | 315 | |
| | | | | | |
Net cash provided by financing activities | | | 4,888 | | | | 3,768 | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 83,591 | | | | (14,001 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 191,659 | | | | 213,753 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 275,250 | | | $ | 199,752 | |
| | | | | | |