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, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| | | | | | | | | | | | | | | | |
Revenue | | $ | 56,612 | | | $ | 40,979 | | | $ | 106,663 | | | $ | 74,740 | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of operations | | | 25,716 | | | | 18,616 | | | | 50,426 | | | | 33,511 | |
Sales and marketing | | | 16,932 | | | | 12,141 | | | | 32,469 | | | | 23,129 | |
General and administrative | | | 12,565 | | | | 8,665 | | | | 24,455 | | | | 15,205 | |
Depreciation and amortization | | | 4,013 | | | | 3,019 | | | | 7,542 | | | | 5,252 | |
Interest income | | | 1,468 | | | | — | | | | 2,916 | | | | — | |
| | | | | | | | | | | | |
Loss before income tax provision | | | (1,146 | ) | | | (1,462 | ) | | | (5,313 | ) | | | (2,357 | ) |
Income tax provision | | | 12 | | | | 91 | | | | 12 | | | | 152 | |
| | | | | | | | | | | | |
Net loss | | $ | (1,158 | ) | | $ | (1,553 | ) | | $ | (5,325 | ) | | $ | (2,509 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net loss per common share: | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.02 | ) | | $ | (0.03 | ) | | $ | (0.09 | ) | | $ | (0.05 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net loss per common share: | | | 56,054 | | | | 48,100 | | | | 56,054 | | | | 48,100 | |
| | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Revenue | | | | | | | | | | | | | | | | |
Online Services: | | | | | | | | | | | | | | | | |
Advertising and sponsorship | | $ | 36,219 | | | $ | 26,656 | | | $ | 68,979 | | | $ | 49,443 | |
Licensing | | | 12,304 | | | | 8,239 | | | | 23,746 | | | | 14,044 | |
Content syndication and other | | | 1,096 | | | | 2,010 | | | | 1,972 | | | | 4,573 | |
| | | | | | | | | | | | |
Total Online Services | | | 49,619 | | | | 36,905 | | | | 94,697 | | | | 68,060 | |
Publishing and Other Services | | | 6,993 | | | | 4,074 | | | | 11,966 | | | | 6,680 | |
| | | | | | | | | | | | |
| | $ | 56,612 | | | $ | 40,979 | | | $ | 106,663 | | | $ | 74,740 | |
| | | | | | | | | | | | |
Earnings (loss) before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) | | | | | | | | | | | | | | | | |
Online Services | | $ | 9,006 | | | $ | 3,974 | | | $ | 16,867 | | | $ | 7,793 | |
Publishing and Other Services | | | 593 | | | | (668 | ) | | | (741 | ) | | | (915 | ) |
| | | | | | | | | | | | |
| | | 9,599 | | | | 3,306 | | | | 16,126 | | | | 6,878 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Adjusted EBITDA per diluted common share (a) | | $ | 0.17 | | | $ | 0.07 | | | $ | 0.28 | | | $ | 0.14 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Interest, taxes, depreciation, amortization and other non-cash items (b) | | | | | | | | | | | | | | | | |
Interest income | | | 1,468 | | | | — | | | | 2,916 | | | | — | |
Depreciation and amortization | | | (4,013 | ) | | | (3,019 | ) | | | (7,542 | ) | | | (5,252 | ) |
Non-cash advertising | | | (1,189 | ) | | | (1,663 | ) | | | (2,794 | ) | | | (3,414 | ) |
Non-cash stock-based compensation | | | (7,011 | ) | | | (86 | ) | | | (14,019 | ) | | | (569 | ) |
Income tax provision | | | (12 | ) | | | (91 | ) | | | (12 | ) | | | (152 | ) |
| | | | | | | | | | | | |
Net loss | | $ | (1,158 | ) | | $ | (1,553 | ) | | $ | (5,325 | ) | | $ | (2,509 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net loss per common share: | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.02 | ) | | $ | (0.03 | ) | | $ | (0.09 | ) | | $ | (0.05 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net loss per common share: | | | | | | | | | | | | | | | | |
Basic and diluted | | | 56,054 | | | | 48,100 | | | | 56,054 | | | | 48,100 | |
| | | | | | | | | | | | |
| | |
(a) | | Three and six months ended June 30, 2006 Adjusted EBITDA is calculated based on 58,092 and 57,905 diluted shares, respectively. |
|
(b) | | Reconciliation of Adjusted EBITDA to net loss (see Annex A — Explanation of Non-GAAP Financial Measures). |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2006 | | | 2005 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 4,620 | | | $ | 75,704 | |
Short-term investments | | | 99,655 | | | | 78,073 | |
Accounts receivable, net | | | 55,814 | | | | 57,245 | |
Current portion of prepaid advertising | | | 5,625 | | | | 7,424 | |
Other current assets | | | 6,522 | | | | 3,977 | |
| | | | | | |
Total current assets | | | 172,236 | | | | 222,423 | |
| | | | | | | | |
Property and equipment, net | | | 32,108 | | | | 21,014 | |
Prepaid advertising | | | 11,110 | | | | 12,104 | |
Goodwill | | | 142,427 | | | | 100,669 | |
Intangible assets, net | | | 32,109 | | | | 20,503 | |
Other assets | | | 170 | | | | 176 | |
| | | | | | |
| | $ | 390,160 | | | $ | 376,889 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 21,715 | | | $ | 30,400 | |
Deferred revenue | | | 50,191 | | | | 36,495 | |
Due to Emdeon | | | 3,005 | | | | 3,672 | |
| | | | | | |
Total current liabilities | | | 74,911 | | | | 70,567 | |
| | | | | | | | |
Other long-term liabilities | | | 7,460 | | | | 7,010 | |
| | | | | | | | |
Stockholders’ equity | | | 307,789 | | | | 299,312 | |
| | | | | | |
| | $ | 390,160 | | | $ | 376,889 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Six Months Ended | |
| | June 30, | |
| | 2006 | | | 2005 | |
Cash flows from operating activities: | | | | | | | | |
Net loss | | $ | (5,325 | ) | | $ | (2,509 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 7,542 | | | | 5,252 | |
Non-cash advertising | | | 2,794 | | | | 3,414 | |
Non-cash stock-based compensation | | | 14,019 | | | | 569 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 4,221 | | | | 1,173 | |
Other assets | | | (2,945 | ) | | | (1,156 | ) |
Accrued expenses and other long-term liabilities | | | (1,364 | ) | | | 2,032 | |
Due to Emdeon | | | (667 | ) | | | — | |
Deferred revenue | | | 9,984 | | | | 4,587 | |
| | | | | | |
Net cash provided by operating activities | | | 28,259 | | | | 13,362 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 171,000 | | | | — | |
Purchases of available-for-sale securities | | | (192,000 | ) | | | — | |
Purchases of property and equipment | | | (12,775 | ) | | | (14,207 | ) |
Cash paid in business combinations, net of cash acquired | | | (65,568 | ) | | | (30,612 | ) |
| | | | | | |
Net cash used in investing activities | | | (99,343 | ) | | | (44,819 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Net cash transfers from Emdeon | | | — | | | | 29,835 | |
| | | | | | |
Net cash provided by financing activities | | | — | | | | 29,835 | |
| | | | | | |
Net decrease in cash and cash equivalents | | | (71,084 | ) | | | (1,622 | ) |
Cash and cash equivalents at beginning of period | | | 75,704 | | | | 3,456 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 4,620 | | | $ | 1,834 | |
| | | | | | |