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, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
Revenue | | $ | 89,176 | | | $ | 77,270 | | | $ | 170,858 | | | $ | 149,214 | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of operations | | | 32,763 | | | | 28,997 | | | | 64,333 | | | | 57,615 | |
Sales and marketing | | | 25,460 | | | | 21,929 | | | | 51,290 | | | | 44,799 | |
General and administrative | | | 14,614 | | | | 15,981 | | | | 28,389 | | | | 31,486 | |
Impairment of auction rate securities | | | — | | | | — | | | | 27,406 | | | | — | |
Depreciation and amortization | | | 7,188 | | | | 6,941 | | | | 13,973 | | | | 12,932 | |
Interest income | | | 2,350 | | | | 3,051 | | | | 5,803 | | | | 5,036 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations before income tax provision | | | 11,501 | | | | 6,473 | | | | (8,730 | ) | | | 7,418 | |
Income tax provision | | | 5,149 | | | | 1,332 | | | | 8,253 | | | | 1,542 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 6,352 | | | | 5,141 | | | | (16,983 | ) | | | 5,876 | |
Income from discontinued operations, net of tax | | | — | | | | 249 | | | | — | | | | 220 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 6,352 | | | $ | 5,390 | | | $ | (16,983 | ) | | $ | 6,096 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.10 | |
Income from discontinued operations | | | — | | | | — | | | | — | | | | 0.01 | |
| | | | | | | | | | | | |
Net Income (loss) | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.11 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.10 | |
Income from discontinued operations | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net Income (loss) | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.10 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,693 | | | | 57,071 | | | | 57,664 | | | | 57,023 | |
| | | | | | | | | | | | |
Diluted | | | 59,061 | | | | 59,748 | | | | 57,664 | | | | 59,689 | |
| | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
Revenue | | | | | | | | | | | | | | | | |
Online Services: | | | | | | | | | | | | | | | | |
Advertising and sponsorship | | $ | 62,383 | | | $ | 52,436 | | | $ | 118,448 | | | $ | 99,857 | |
Licensing | | | 21,866 | | | | 19,799 | | | | 43,789 | | | | 39,914 | |
Content syndication and other | | | 345 | | | | 653 | | | | 762 | | | | 1,537 | |
| | | | | | | | | | | | |
Total Online Services | | | 84,594 | | | | 72,888 | | | | 162,999 | | | | 141,308 | |
Publishing and Other Services | | | 4,582 | | | | 4,382 | | | | 7,859 | | | | 7,906 | |
| | | | | | | | | | | | |
| | $ | 89,176 | | | $ | 77,270 | | | $ | 170,858 | | | $ | 149,214 | |
| | | | | | | | | | | | |
Earnings before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a) | | | | | | | | | | | | | | | | |
Online Services | | $ | 18,800 | | | $ | 14,042 | | | $ | 35,331 | | | $ | 27,034 | |
Publishing and Other Services | | | 1,027 | | | | 863 | | | | 273 | | | | 505 | |
| | | | | | | | | | | | |
| | | 19,827 | | | | 14,905 | | | | 35,604 | | | | 27,539 | |
Adjusted EBITDA per basic common share | | $ | 0.34 | | | $ | 0.26 | | | $ | 0.62 | | | $ | 0.48 | |
| | | | | | | | | | | | |
Adjusted EBITDA per diluted common share (b) | | $ | 0.34 | | | $ | 0.25 | | | $ | 0.60 | | | $ | 0.46 | |
| | | | | | | | | | | | |
|
Interest, taxes, depreciation, amortization and other non-cash items (c) | | | | | | | | | | | | | | | | |
Interest income | | | 2,350 | | | | 3,051 | | | | 5,803 | | | | 5,036 | |
Depreciation and amortization | | | (7,188 | ) | | | (6,941 | ) | | | (13,973 | ) | | | (12,932 | ) |
Non-cash advertising | | | — | | | | — | | | | (1,558 | ) | | | (2,320 | ) |
Non-cash stock-based compensation | | | (3,488 | ) | | | (4,542 | ) | | | (7,200 | ) | | | (9,905 | ) |
Impairment of auction rate securities investments | | | — | | | | — | | | | (27,406 | ) | | | — | |
Income tax provision | | | (5,149 | ) | | | (1,332 | ) | | | (8,253 | ) | | | (1,542 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 6,352 | | | | 5,141 | | | | (16,983 | ) | | | 5,876 | |
Income from discontinued operations, net of tax | | | — | | | | 249 | | | | — | | | | 220 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 6,352 | | | $ | 5,390 | | | $ | (16,983 | ) | | $ | 6,096 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.10 | |
Income from discontinued operations | | | — | | | | — | | | | — | | | | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.11 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.10 | |
Income from discontinued operations | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.11 | | | $ | 0.09 | | | $ | (0.29 | ) | | $ | 0.10 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,693 | | | | 57,071 | | | | 57,664 | | | | 57,023 | |
| | | | | | | | | | | | |
Diluted | | | 59,061 | | | | 59,748 | | | | 57,664 | | | | 59,689 | |
| | | | | | | | | | | | |
| | |
(a) | | See Annex A — Explanation of Non-GAAP Financial Measures |
|
(b) | | Six months ended June 30, 2008 Adjusted EBITDA per share is calculated based on 59,103 diluted shares |
|
(c) | | Reconciliation of Adjusted EBITDA to income (loss) from continuing operations |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2008 | | | 2007 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 186,490 | | | $ | 213,753 | |
Short-term investments | | | 138,753 | | | | 80,900 | |
Accounts receivable, net | | | 68,865 | | | | 86,081 | |
Current portion of prepaid advertising | | | 2,275 | | | | 2,329 | |
Due from HLTH | | | — | | | | 1,153 | |
Other current assets | | | 9,259 | | | | 10,840 | |
| | | | | | |
Total current assets | | | 405,642 | | | | 395,056 | |
| | | | | | | | |
Property and equipment, net | | | 46,554 | | | | 48,589 | |
Prepaid advertising | | | 3,017 | | | | 4,521 | |
Goodwill | | | 221,281 | | | | 221,429 | |
Intangible assets, net | | | 31,323 | | | | 36,314 | |
Other assets | | | 7,317 | | | | 12,955 | |
| | | | | | |
| | $ | 715,134 | | | $ | 718,864 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 20,203 | | | $ | 26,498 | |
Deferred revenue | | | 87,401 | | | | 76,401 | |
Due to HLTH | | | 72 | | | | — | |
| | | | | | |
Total current liabilities | | | 107,676 | | | | 102,899 | |
| | | | | | | | |
Other long-term liabilities | | | 8,890 | | | | 9,210 | |
| | | | | | | | |
Stockholders’ equity | | | 598,568 | | | | 606,755 | |
| | | | | | |
| | $ | 715,134 | | | $ | 718,864 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Six Months Ended | |
| | June 30, | |
| | 2008 | | | 2007 | |
Cash flows from operating activities: | | | | | | | | |
Net (loss) income | | $ | (16,983 | ) | | $ | 6,096 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | | | | |
Income from discontinued operations, net of tax | | | — | | | | (220 | ) |
Depreciation and amortization | | | 13,973 | | | | 12,932 | |
Non-cash advertising | | | 1,558 | | | | 2,320 | |
Non-cash stock-based compensation | | | 7,200 | | | | 9,905 | |
Deferred income taxes | | | 6,667 | | | | 577 | |
Impairment of auction rate securities | | | 27,406 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 17,216 | | | | 7,719 | |
Other assets | | | (1,394 | ) | | | 74 | |
Accrued expenses and other long-term liabilities | | | (5,131 | ) | | | (7,271 | ) |
Due to HLTH | | | 1,246 | | | | 2,136 | |
Deferred revenue | | | 11,000 | | | | 10,576 | |
| | | | | | |
Net cash provided by continuing operations | | | 62,758 | | | | 44,844 | |
Net cash provided by discontinued operations | | | — | | | | 48 | |
| | | | | | |
Net cash provided by operating activities | | | 62,758 | | | | 44,892 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 41,300 | | | | 95,256 | |
Purchases of available-for-sale securities | | | (127,900 | ) | | | (112,667 | ) |
Purchases of property and equipment | | | (6,946 | ) | | | (9,764 | ) |
Cash received from sale of business and business combinations, net of fees | | | 1,133 | | | | — | |
| | | | | | |
Net cash used in investing activities | | | (92,413 | ) | | | (27,175 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of common stock | | | 2,392 | | | | 5,723 | |
Net cash transfers with HLTH | | | — | | | | 145,257 | |
| | | | | | |
Net cash provided by financing activities | | | 2,392 | | | | 150,980 | |
| | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (27,263 | ) | | | 168,697 | |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 213,753 | | | | 44,660 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 186,490 | | | $ | 213,357 | |
| | | | | | |