Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2008 | | | 2007 | |
Revenue | | $ | 81,682 | | | $ | 71,944 | |
| | | | | | | | |
Costs and expenses: | | | | | | | | |
Cost of operations | | | 31,570 | | | | 28,618 | |
Sales and marketing | | | 25,830 | | | | 22,870 | |
General and administrative | | | 13,775 | | | | 15,505 | |
Impairment of auction rate securities | | | 27,406 | | | | — | |
Depreciation and amortization | | | 6,785 | | | | 5,991 | |
Interest income | | | 3,453 | | | | 1,985 | |
| | | | | | |
Income (loss) from continuing operations before income tax provision | | | (20,231 | ) | | | 945 | |
Income tax provision | | | 3,104 | | | | 210 | |
| | | | | | |
Income (loss) from continuing operations | | | (23,335 | ) | | | 735 | |
Loss from discontinued operations, net of tax | | | — | | | | (29 | ) |
| | | | | | |
Net income (loss) | | $ | (23,335 | ) | | $ | 706 | |
| | | | | | |
| | | | | | | | |
Basic income (loss) per common share: | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.40 | ) | | $ | 0.01 | |
Loss from discontinued operations | | | — | | | | (0.00 | ) |
| | | | | | |
Net Income (loss) | | $ | (0.40 | ) | | $ | 0.01 | |
| | | | | | |
| | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.40 | ) | | $ | 0.01 | |
Loss from discontinued operations | | | — | | | | (0.00 | ) |
| | | | | | |
Net Income (loss) | | $ | (0.40 | ) | | $ | 0.01 | |
| | | | | | |
| | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | |
Basic | | | 57,636 | | | | 56,976 | |
| | | | | | |
Diluted | | | 57,636 | | | | 59,630 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2008 | | | 2007 | |
Revenue | | | | | | | | |
Online Services: | | | | | | | | |
Advertising and sponsorship | | $ | 56,065 | | | $ | 47,421 | |
Licensing | | | 21,923 | | | | 20,115 | |
Content syndication and other | | | 417 | | | | 884 | |
| | | | | | |
Total Online Services | | | 78,405 | | | | 68,420 | |
Publishing and Other Services | | | 3,277 | | | | 3,524 | |
| | | | | | |
| | $ | 81,682 | | | $ | 71,944 | |
| | | | | | |
Earnings (loss) before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a) | | | | | | | | |
Online Services | | $ | 16,531 | | | $ | 12,992 | |
Publishing and Other Services | | | (754 | ) | | | (358 | ) |
| | | | | | |
| | | 15,777 | | | | 12,634 | |
| | | | | | | | |
Adjusted EBITDA per basic common share | | $ | 0.27 | | | $ | 0.22 | |
| | | | | | |
Adjusted EBITDA per diluted common share ( c ) | | $ | 0.27 | | | $ | 0.21 | |
| | | | | | |
| | | | | | | | |
Interest, taxes, depreciation, amortization and other non-cash items (b) | | | | | | | | |
Interest income | | | 3,453 | | | | 1,985 | |
Depreciation and amortization | | | (6,785 | ) | | | (5,991 | ) |
Non-cash advertising | | | (1,558 | ) | | | (2,320 | ) |
Non-cash stock-based compensation | | | (3,712 | ) | | | (5,363 | ) |
Impairment of auction rate securities | | | (27,406 | ) | | | — | |
Income tax provision | | | (3,104 | ) | | | (210 | ) |
| | | | | | |
Income (loss) from continuing operations | | | (23,335 | ) | | | 735 | |
Loss from discontinued operations, net of tax | | | — | | | | (29 | ) |
Net income (loss) | | $ | (23,335 | ) | | $ | 706 | |
| | | | | | |
| | | | | | | | |
Basic income (loss) per common share: | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.40 | ) | | $ | 0.01 | |
Loss from discontinued operations | | | — | | | | (0.00 | ) |
| | | | | | |
Net Income (loss) | | $ | (0.40 | ) | | $ | 0.01 | |
| | | | | | |
| | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.40 | ) | | $ | 0.01 | |
Loss from discontinued operations | | | — | | | | (0.00 | ) |
| | | | | | |
Net Income (loss) | | $ | (0.40 | ) | | $ | 0.01 | |
| | | | | | |
| | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | |
Basic | | | 57,636 | | | | 56,976 | |
| | | | | | |
Diluted | | | 57,636 | | | | 59,630 | |
| | | | | | |
| | |
(a) | | See Annex A — Explanation of Non-GAAP Financial Measures |
|
(b) | | Reconciliation of Adjusted EBITDA to net income (loss) |
|
(c) | | Three months ended March 31, 2008 Adjusted EBITDA per share is calculated based on 59,145 diluted shares. |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2008 | | | 2007 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 159,831 | | | $ | 213,753 | |
Marketable securities | | | 141,044 | | | | 80,900 | |
Accounts receivable, net | | | 73,861 | | | | 86,081 | |
Current portion of prepaid advertising | | | 2,275 | | | | 2,329 | |
Due from HLTH | | | — | | | | 1,153 | |
Other current assets | | | 8,837 | | | | 10,840 | |
| | | | | | |
Total current assets | | | 385,848 | | | | 395,056 | |
| | | | | | | | |
Property and equipment, net | | | 46,995 | | | | 48,589 | |
Prepaid advertising | | | 3,017 | | | | 4,521 | |
Goodwill | | | 221,429 | | | | 221,429 | |
Intangible assets, net | | | 33,766 | | | | 36,314 | |
Other assets | | | 10,889 | | | | 12,955 | |
| | | | | | |
| | $ | 701,944 | | | $ | 718,864 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 16,731 | | | $ | 26,498 | |
Deferred revenue | | | 88,114 | | | | 76,401 | |
Due to HLTH | | | 207 | | | | — | |
| | | | | | |
Total current liabilities | | | 105,052 | | | | 102,899 | |
| | | | | | | | |
Other long-term liabilities | | | 9,033 | | | | 9,210 | |
| | | | | | | | |
Stockholders’ equity | | | 587,859 | | | | 606,755 | |
| | | | | | |
| | $ | 701,944 | | | $ | 718,864 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Three Months Ended | |
| | March 31, | |
| | 2008 | | | 2007 | |
Cash flows from operating activities: | | | | | | | | |
Net income (loss) | | $ | (23,335 | ) | | $ | 706 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Loss from discontinued operations, net of tax | | | — | | | | 29 | |
Depreciation and amortization | | | 6,785 | | | | 5,991 | |
Non-cash advertising | | | 1,558 | | | | 2,320 | |
Non-cash stock-based compensation | | | 3,712 | | | | 5,363 | |
Deferred income taxes | | | 2,415 | | | | 78 | |
Impairment of auction rate securities | | | 27,406 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 12,220 | | | | 2,185 | |
Other assets | | | (164 | ) | | | (66 | ) |
Accrued expenses and other long-term liabilities | | | (8,949 | ) | | | (11,545 | ) |
Due to HLTH | | | 1,329 | | | | 228 | |
Deferred revenue | | | 11,714 | | | | 7,678 | |
| | | | | | |
Net cash provided by continuing operations | | | 34,691 | | | | 12,967 | |
Net cash provided by discontinued operations | | | — | | | | 54 | |
| | | | | | |
Net cash provided by operating activities | | | 34,691 | | | | 13,021 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 40,350 | | | | 28,122 | |
Purchases of available-for-sale securities | | | (127,900 | ) | | | (48,632 | ) |
Purchases of property and equipment | | | (2,637 | ) | | | (4,762 | ) |
Cash received from sale of business, net of fees | | | 985 | | | | — | |
| | | | | | |
Net cash used in investing activities | | | (89,202 | ) | | | (25,272 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of common stock | | | 589 | | | | 4,458 | |
Net cash transfers with HLTH | | | — | | | | 145,257 | |
| | | | | | |
Net cash provided by financing activities | | | 589 | | | | 149,715 | |
| | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (53,922 | ) | | | 137,464 | |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 213,753 | | | | 44,660 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 159,831 | | | $ | 182,124 | |
| | | | | | |