Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2011 | | | 2010 | |
Revenue | | $ | 131,609 | | | $ | 108,030 | |
Cost of operations | | | 48,449 | | | | 42,994 | |
Sales and marketing | | | 32,294 | | | | 28,407 | |
General and administrative | | | 22,821 | | | | 18,809 | |
Depreciation and amortization | | | 6,424 | | | | 7,015 | |
Interest income | | | 16 | | | | 3,409 | |
Interest expense | | | 3,141 | | | | 5,139 | |
Loss on convertible notes | | | — | | | | 3,727 | |
Gain (loss) on investments | | | 14,060 | | | | (28,848 | ) |
Other expense, net | | | 53 | | | | 298 | |
| | | | | | |
| | | | | | | | |
Income (loss) before income tax provision (benefit) | | | 32,503 | | | | (23,798 | ) |
Income tax provision (benefit) | | | 12,958 | | | | (20,008 | ) |
| | | | | | |
Net income (loss) | | $ | 19,545 | | | $ | (3,790 | ) |
| | | | | | |
| | | | | | | | |
Net income (loss) per common share: | | | | | | | | |
Basic | | $ | 0.33 | | | $ | (0.07 | ) |
| | | | | | |
Diluted | | $ | 0.32 | | | $ | (0.07 | ) |
| | | | | | |
| | | | | | | | |
Weighted-average shares outstanding used in computing income (loss) per common share: | | | | | | | | |
Basic | | | 58,184 | | | | 52,191 | |
| | | | | | |
Diluted | | | 67,173 | | | | 52,191 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2011 | | | 2010 | |
Revenue | | | | | | | | |
Public portal advertising and sponsorship | | $ | 110,363 | | | $ | 86,257 | |
Private portal services | | | 21,246 | | | | 21,773 | |
| | | | | | |
| | $ | 131,609 | | | $ | 108,030 | |
| | | | | | |
| | | | | | | | |
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a) | | $ | 37,858 | | | $ | 25,657 | |
| | | | | | | | |
Interest, taxes, non-cash and other items (b) | | | | | | | | |
Interest income | | | 16 | | | | 3,409 | |
Interest expense | | | (3,141 | ) | | | (5,139 | ) |
Income tax (provision) benefit | | | (12,958 | ) | | | 20,008 | |
Depreciation and amortization | | | (6,424 | ) | | | (7,015 | ) |
Non-cash stock-based compensation | | | (9,813 | ) | | | (7,837 | ) |
Loss on convertible notes | | | — | | | | (3,727 | ) |
Gain (loss) on investments | | | 14,060 | | | | (28,848 | ) |
Other expense, net | | | (53 | ) | | | (298 | ) |
| | | | | | |
Net income (loss) | | $ | 19,545 | | | $ | (3,790 | ) |
| | | | | | |
| | |
(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)
| | | | | | | | |
| | March 31, 2011 | | | December 31, 2010 | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 1,065,383 | | | $ | 400,501 | |
Accounts receivable, net | | | 128,760 | | | | 134,448 | |
Prepaid expenses and other current assets | | | 13,389 | | | | 12,161 | |
Deferred tax assets | | | 22,459 | | | | 23,467 | |
| | | | | | |
Total current assets | | | 1,229,991 | | | | 570,577 | |
| | | | | | | | |
Property and equipment, net | | | 59,220 | | | | 61,516 | |
Goodwill | | | 202,104 | | | | 202,104 | |
Intangible assets, net | | | 21,970 | | | | 22,626 | |
Deferred tax assets | | | 67,335 | | | | 71,125 | |
Other assets | | | 47,584 | | | | 14,254 | |
| | | | | | |
Total Assets | | $ | 1,628,204 | | | $ | 942,202 | |
| | | | | | |
| | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | |
Accrued expenses | | $ | 46,333 | | | $ | 53,181 | |
Deferred revenue | | | 96,824 | | | | 97,043 | |
Liabilities of discontinued operations | | | 17,185 | | | | 17,327 | |
| | | | | | |
Total current liabilities | | | 160,342 | | | | 167,551 | |
| | | | | | | | |
2.50% convertible notes due 2018 | | | 400,000 | | | | — | |
2.25% convertible notes due 2016 | | | 400,000 | | | | — | |
Other long-term liabilities | | | 22,056 | | | | 21,756 | |
| | | | | | | | |
Stockholders’ equity | | | 645,806 | | | | 752,895 | |
| | | | | | | | |
| | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 1,628,204 | | | $ | 942,202 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2011 | | | 2010 | |
Cash flows from operating activities: | | | | | | | | |
Net income (loss) | | $ | 19,545 | | | $ | (3,790 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 6,424 | | | | 7,015 | |
Non-cash interest, net | | | 516 | | | | 2,090 | |
Non-cash stock-based compensation | | | 9,813 | | | | 7,837 | |
Deferred income taxes | | | 4,798 | | | | (21,463 | ) |
Loss on convertible notes | | | — | | | | 3,727 | |
(Gain) loss on investments | | | (14,060 | ) | | | 28,848 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 5,688 | | | | (2,429 | ) |
Prepaid expenses and other, net | | | 622 | | | | (1,829 | ) |
Accrued expenses and other long-term liabilities | | | (7,642 | ) | | | (14,224 | ) |
Deferred revenue | | | (219 | ) | | | 21,665 | |
| | | | | | |
Net cash provided by continuing operations | | | 25,485 | | | | 27,447 | |
Net cash used in discontinued operations | | | (142 | ) | | | (8,233 | ) |
| | | | | | |
Net cash provided by operating activities | | | 25,343 | | | | 19,214 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from sales of available-for-sale securities | | | — | | | | 4,500 | |
Proceeds received from ARS option | | | 5,240 | | | | — | |
Purchases of property and equipment | | | (4,849 | ) | | | (3,114 | ) |
Finalization of sale price of discontinued operations | | | — | | | | (1,430 | ) |
| | | | | | |
Net cash provided by (used in) investing activities | | | 391 | | | | (44 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from exercise of stock options | | | 10,220 | | | | 28,224 | |
Cash used for withholding taxes due on stock-based awards | | | (3,172 | ) | | | (22,449 | ) |
Net proceeds from issuance of the 2.50% Notes and 2.25% Notes | | | 774,745 | | | | — | |
Repurchases of 31/8% Notes | | | — | | | | (22,565 | ) |
Purchases of treasury stock | | | (150,000 | ) | | | (13,345 | ) |
Excess tax benefit on stock-based awards | | | 7,355 | | | | 1,413 | |
| | | | | | |
Net cash provided by (used in) financing activities | | | 639,148 | | | | (28,722 | ) |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 664,882 | | | | (9,552 | ) |
Cash and cash equivalents at beginning of period | | | 400,501 | | | | 459,766 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 1,065,383 | | | $ | 450,214 | |
| | | | | | |
WEBMD HEALTH CORP.
NET INCOME (LOSS) PER COMMON SHARE
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2011 | | | 2010 | |
Numerator: | | | | | | | | |
Net income (loss) | | $ | 19,545 | | | $ | (3,790 | ) |
Effect of participating non-vested restricted stock | | | (170 | ) | | | — | |
| | | | | | |
Net income (loss) — Basic | | | 19,375 | | | | (3,790 | ) |
Interest expense on 2.50% Notes, net of tax | | | 1,503 | | | | — | |
Interest expense on 2.25% Notes, net of tax | | | 315 | | | | — | |
| | | | | | |
Net income (loss) — Diluted | | $ | 21,193 | | | $ | (3,790 | ) |
| | | | | | |
| | | | | | | | |
Denominator: | | | | | | | | |
Weighted-average shares — Basic | | | 58,184 | | | | 52,191 | |
Employee stock options and restricted stock | | | 2,527 | | | | — | |
2.50% Notes | | | 5,377 | | | | — | |
2.25% Notes | | | 1,085 | | | | — | |
| | | | | | |
Adjusted weighted-average shares after assumed conversions — Diluted | | | 67,173 | | | | 52,191 | |
| | | | | | |
| | | | | | | | |
Net income (loss) per common share — Basic | | $ | 0.33 | | | $ | (0.07 | ) |
| | | | | | |
Net income (loss) per common share — Diluted | | $ | 0.32 | | | $ | (0.07 | ) |
| | | | | | |