Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Revenue | | $ | 96,642 | | | $ | 79,385 | | | $ | 331,954 | | | $ | 248,776 | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of operations | | | 29,645 | | | | 27,739 | | | | 117,281 | | | | 101,675 | |
Sales and marketing | | | 26,387 | | | | 23,248 | | | | 93,645 | | | | 76,189 | |
General and administrative | | | 14,112 | | | | 14,407 | | | | 60,986 | | | | 52,338 | |
Depreciation and amortization | | | 7,216 | | | | 5,018 | | | | 27,233 | | | | 17,639 | |
Interest income | | | 3,856 | | | | 962 | | | | 12,378 | | | | 5,099 | |
| | | | | | | | | | | | |
Income from continuing operations before income tax (benefit) provision | | | 23,138 | | | | 9,935 | | | | 45,187 | | | | 6,034 | |
Income tax (benefit) provision | | | (21,926 | ) | | | 3,886 | | | | (17,255 | ) | | | 3,883 | |
| | | | | | | | | | | | |
Income from continuing operations | | | 45,064 | | | | 6,049 | | | | 62,442 | | | | 2,151 | |
Income (loss) from discontinued operations, net of tax | | | 3,232 | | | | (91 | ) | | | 3,442 | | | | 385 | |
| | | | | | | | | | | | |
Net income | | $ | 48,296 | | | $ | 5,958 | | | $ | 65,884 | | | $ | 2,536 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.78 | | | $ | 0.11 | | | $ | 1.09 | | | $ | 0.04 | |
Income (loss) from discontinued operations | | | 0.06 | | | | (0.00 | ) | | | 0.06 | | | | 0.01 | |
| | | | | | | | | | | | |
Net Income | | $ | 0.84 | | | $ | 0.11 | | | $ | 1.15 | | | $ | 0.05 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.75 | | | $ | 0.10 | | | $ | 1.05 | | | $ | 0.04 | |
Income (loss) from discontinued operations | | | 0.06 | | | | (0.00 | ) | | | 0.05 | | | | 0.00 | |
| | | | | | | | | | | | |
Net Income | | $ | 0.81 | | | $ | 0.10 | | | $ | 1.10 | | | $ | 0.04 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,534 | | | | 56,411 | | | | 57,184 | | | | 56,145 | |
| | | | | | | | | | | | |
Diluted | | | 59,748 | | | | 58,367 | | | | 59,743 | | | | 58,075 | |
| | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Revenue | | | | | | | | | | | | | | | | |
Online Services: | | | | | | | | | | | | | | | | |
Advertising and sponsorship | | $ | 70,389 | | | $ | 58,113 | | | $ | 229,333 | | | $ | 170,626 | |
Licensing | | | 21,556 | | | | 17,306 | | | | 81,471 | | | | 55,621 | |
Content syndication and other | | | 351 | | | | 703 | | | | 2,378 | | | | 3,518 | |
| | | | | | | | �� | | | | |
Total Online Services | | | 92,296 | | | | 76,122 | | | | 313,182 | | | | 229,765 | |
Publishing and Other Services | | | 4,346 | | | | 3,263 | | | | 18,772 | | | | 19,011 | |
| | | | | | | | | | | | |
| | $ | 96,642 | | | $ | 79,385 | | | $ | 331,954 | | | $ | 248,776 | |
| | | | | | | | | | | | |
Earnings (loss) before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a) | | | | | | | | | | | | | | | | |
Online Services | | $ | 31,612 | | | $ | 22,730 | | | $ | 80,594 | | | $ | 52,324 | |
Publishing and Other Services | | | 1,460 | | | | (321 | ) | | | 4,103 | | | | 362 | |
| | | | | | | | | | | | |
| | | 33,072 | | | | 22,409 | | | | 84,697 | | | | 52,686 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Adjusted EBITDA per basic common share | | $ | 0.57 | | | $ | 0.40 | | | $ | 1.48 | | | $ | 0.94 | |
| | | | | | | | | | | | |
Adjusted EBITDA per diluted common share | | $ | 0.55 | | | $ | 0.38 | | | $ | 1.42 | | | $ | 0.91 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Interest, taxes, depreciation, amortization and other non-cash items (b) | | | | | | | | | | | | | | | | |
Interest income | | | 3,856 | | | | 962 | | | | 12,378 | | | | 5,099 | |
Depreciation and amortization | | | (7,216 | ) | | | (5,018 | ) | | | (27,233 | ) | | | (17,639 | ) |
Non-cash advertising | | | (2,775 | ) | | | (2,961 | ) | | | (5,264 | ) | | | (7,415 | ) |
Non-cash stock-based compensation | | | (3,799 | ) | | | (5,457 | ) | | | (19,391 | ) | | | (26,697 | ) |
Income tax benefit (provision) | | | 21,926 | | | | (3,886 | ) | | | 17,255 | | | | (3,883 | ) |
| | | | | | | | | | | | |
Income from continuing operations | | | 45,064 | | | | 6,049 | | | | 62,442 | | | | 2,151 | |
Income (loss) from discontinued operations, net of tax | | | 3,232 | | | | (91 | ) | | | 3,442 | | | | 385 | |
| | | | | | | | | | | | |
Net income | | $ | 48,296 | | | $ | 5,958 | | | $ | 65,884 | | | $ | 2,536 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.78 | | | $ | 0.11 | | | $ | 1.09 | | | $ | 0.04 | |
Income (loss) from discontinued operations | | | 0.06 | | | | (0.00 | ) | | | 0.06 | | | | 0.01 | |
| | | | | | | | | | | | |
Net Income | | $ | 0.84 | | | $ | 0.11 | | | $ | 1.15 | | | $ | 0.05 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.75 | | | $ | 0.10 | | | $ | 1.05 | | | $ | 0.04 | |
Income (loss) from discontinued operations | | | 0.06 | | | | (0.00 | ) | | | 0.05 | | | | 0.00 | |
| | | | | | | | | | | | |
Net Income | | $ | 0.81 | | | $ | 0.10 | | | $ | 1.10 | | | $ | 0.04 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,534 | | | | 56,411 | | | | 57,184 | | | | 56,145 | |
| | | | | | | | | | | | |
Diluted | | | 59,748 | | | | 58,367 | | | | 59,743 | | | | 58,075 | |
| | | | | | | | | | | | |
| | |
(a) | | See Annex A — Explanation of Non-GAAP Financial Measures |
|
(b) | | Reconciliation of Adjusted EBITDA to net income |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | December 31, | | | December 31, | |
| | 2007 | | | 2006 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 213,753 | | | $ | 44,660 | |
Short-term investments | | | 80,900 | | | | 9,490 | |
Accounts receivable, net | | | 86,081 | | | | 89,652 | |
Current portion of prepaid advertising | | | 2,329 | | | | 2,656 | |
Due from HLTH | | | 1,153 | | | | 143,153 | |
Other current assets | | | 10,840 | | | | 5,312 | |
Assets of discontinued operations | | | — | | | | 48 | |
| | | | | | |
Total current assets | | | 395,056 | | | | 294,971 | |
| | | | | | | | |
Property and equipment, net | | | 48,589 | | | | 44,709 | |
Prepaid advertising | | | 4,521 | | | | 9,459 | |
Goodwill | | | 221,429 | | | | 225,028 | |
Intangible assets, net | | | 36,314 | | | | 45,268 | |
Other assets | | | 12,955 | | | | 530 | |
| | | | | | |
| | $ | 718,864 | | | $ | 619,965 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 26,498 | | | $ | 32,846 | |
Deferred revenue | | | 76,401 | | | | 76,086 | |
Liabilities of discontinued operations | | | — | | | | 1,645 | |
| | | | | | |
Total current liabilities | | | 102,899 | | | | 110,577 | |
| | | | | | | | |
Deferred tax liability | | | — | | | | 5,367 | |
Other long-term liabilities | | | 9,210 | | | | 7,912 | |
|
Stockholders’ equity | | | 606,755 | | | | 496,109 | |
| | | | | | |
| | $ | 718,864 | | | $ | 619,965 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Year Ended | |
| | December 31, | |
| | 2007 | | | 2006 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 65,884 | | | $ | 2,536 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Income from discontinued operations, net of tax | | | (3,442 | ) | | | (385 | ) |
Depreciation and amortization | | | 27,233 | | | | 17,639 | |
Non-cash advertising | | | 5,264 | | | | 7,415 | |
Non-cash stock-based compensation | | | 19,391 | | | | 26,697 | |
Deferred income taxes | | | (20,953 | ) | | | 2,104 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 3,570 | | | | (25,430 | ) |
Other assets | | | 1,102 | | | | (971 | ) |
Accrued expenses and other long-term liabilities | | | (7,185 | ) | | | 6,698 | |
Due to HLTH | | | (3,278 | ) | | | (1,568 | ) |
Deferred revenue | | | 314 | | | | 17,761 | |
| | | | | | |
Net cash provided by continuing operations | | | 87,900 | | | | 52,496 | |
Net cash (used in) provided by discontinued operations | | | (390 | ) | | | 305 | |
| | | | | | |
Net cash provided by operating activities | | | 87,510 | | | | 52,801 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 212,923 | | | | 304,184 | |
Purchases of available-for-sale securities | | | (284,333 | ) | | | (229,410 | ) |
Purchases of property and equipment | | | (18,058 | ) | | | (28,452 | ) |
Cash paid in business combinations, net of cash acquired | | | — | | | | (130,167 | ) |
| | | | | | |
Net cash used in investing activities | | | (89,468 | ) | | | (83,845 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of common stock | | | 14,355 | | | | 5,257 | |
Tax benefit on stock-based awards | | | 1,577 | | | | — | |
Net cash transfers with HLTH | | | 155,119 | | | | (5,257 | ) |
| | | | | | |
Net cash provided by financing activities | | | 171,051 | | | | — | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 169,093 | | | | (31,044 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 44,660 | | | | 75,704 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 213,753 | | | $ | 44,660 | |
| | | | | | |