Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
Revenue | | $ | 100,387 | | | $ | 86,098 | | | $ | 271,245 | | | $ | 235,312 | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Cost of operations | | | 35,323 | | | | 30,021 | | | | 99,656 | | | | 87,636 | |
Sales and marketing | | | 26,439 | | | | 22,459 | | | | 77,729 | | | | 67,258 | |
General and administrative | | | 15,209 | | | | 15,388 | | | | 43,599 | | | | 46,874 | |
Impairment of auction rate securities | | | — | | | | — | | | | 27,406 | | | | — | |
Depreciation and amortization | | | 7,133 | | | | 7,085 | | | | 21,106 | | | | 20,017 | |
Interest income | | | 2,616 | | | | 3,486 | | | | 8,419 | | | | 8,522 | |
| | | | | | | | | | | | |
Income from continuing operations before income tax provision | | | 18,899 | | | | 14,631 | | | | 10,169 | | | | 22,049 | |
Income tax provision | | | 8,133 | | | | 3,129 | | | | 16,385 | | | | 4,671 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 10,766 | | | | 11,502 | | | | (6,217 | ) | | | 17,378 | |
(Loss) income from discontinued operations, net of tax | | | — | | | | (10 | ) | | | — | | | | 210 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 10,766 | | | $ | 11,492 | | | $ | (6,217 | ) | | $ | 17,588 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.19 | | | $ | 0.20 | | | $ | (0.11 | ) | | $ | 0.30 | |
(Loss) income from discontinued operations | | | — | | | | (0.00 | ) | | | — | | | | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.19 | | | $ | 0.20 | | | $ | (0.11 | ) | | $ | 0.31 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.18 | | | $ | 0.19 | | | $ | (0.11 | ) | | $ | 0.29 | |
(Loss) income from discontinued operations | | | — | | | | (0.00 | ) | | | — | | | | 0.00 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.18 | | | $ | 0.19 | | | $ | (0.11 | ) | | $ | 0.29 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,770 | | | | 57,154 | | | | 57,699 | | | | 57,067 | |
| | | | | | | | | | | | |
Diluted | | | 59,111 | | | | 59,848 | | | | 57,699 | | | | 59,742 | |
| | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
Revenue | | | | | | | | | | | | | | | | |
Online Services: | | | | | | | | | | | | | | | | |
Advertising and sponsorship | | $ | 72,046 | | | $ | 59,087 | | | $ | 190,494 | | | $ | 158,944 | |
Licensing | | | 22,139 | | | | 20,001 | | | | 65,928 | | | | 59,915 | |
Content syndication and other | | | 392 | | | | 490 | | | | 1,154 | | | | 2,027 | |
| | | | | | | | | | | | |
Total Online Services | | | 94,577 | | | | 79,578 | | | | 257,576 | | | | 220,886 | |
Publishing and Other Services | | | 5,810 | | | | 6,520 | | | | 13,669 | | | | 14,426 | |
| | | | | | | | | | | | |
| | $ | 100,387 | | | $ | 86,098 | | | $ | 271,245 | | | $ | 235,312 | |
| | | | | | | | | | | | |
Earnings before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a) | | | | | | | | | | | | | | | | |
Online Services | | $ | 25,956 | | | $ | 21,948 | | | $ | 61,287 | | | $ | 48,982 | |
Publishing and Other Services | | | 1,212 | | | | 2,138 | | | | 1,485 | | | | 2,643 | |
| | | | | | | | | | | | |
| | | 27,168 | | | | 24,086 | | | | 62,772 | | | | 51,625 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Adjusted EBITDA per basic common share | | $ | 0.47 | | | $ | 0.42 | | | $ | 1.09 | | | $ | 0.90 | |
| | | | | | | | | | | | |
Adjusted EBITDA per diluted common share (b) | | $ | 0.46 | | | $ | 0.40 | | | $ | 1.06 | | | $ | 0.86 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Interest, taxes, depreciation, amortization and other non-cash items (c) | | | | | | | | | | | | | | | | |
Interest income | | | 2,616 | | | | 3,486 | | | | 8,419 | | | | 8,522 | |
Depreciation and amortization | | | (7,133 | ) | | | (7,085 | ) | | | (21,106 | ) | | | (20,017 | ) |
Non-cash advertising | | | (178 | ) | | | (169 | ) | | | (1,736 | ) | | | (2,489 | ) |
Non-cash stock-based compensation | | | (3,574 | ) | | | (5,687 | ) | | | (10,774 | ) | | | (15,592 | ) |
Impairment of auction rate securities | | | — | | | | — | | | | (27,406 | ) | | | — | |
Income tax provision | | | (8,133 | ) | | | (3,129 | ) | | | (16,385 | ) | | | (4,671 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 10,766 | | | | 11,502 | | | | (6,217 | ) | | | 17,378 | |
(Loss) income from discontinued operations, net of tax | | | — | | | | (10 | ) | | | — | | | | 210 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 10,766 | | | $ | 11,492 | | | $ | (6,217 | ) | | $ | 17,588 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.19 | | | $ | 0.20 | | | $ | (0.11 | ) | | $ | 0.30 | |
(Loss) income from discontinued operations | | | — | | | | (0.00 | ) | | | — | | | | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.19 | | | $ | 0.20 | | | $ | (0.11 | ) | | $ | 0.31 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per common share: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.18 | | | $ | 0.19 | | | $ | (0.11 | ) | | $ | 0.29 | |
(Loss) income from discontinued operations | | | — | | | | (0.00 | ) | | | — | | | | 0.00 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.18 | | | $ | 0.19 | | | $ | (0.11 | ) | | $ | 0.29 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | | 57,770 | | | | 57,154 | | | | 57,699 | | | | 57,067 | |
| | | | | | | | | | | | |
Diluted | | | 59,111 | | | | 59,848 | | | | 57,699 | | | | 59,742 | |
| | | | | | | | | | | | |
| | |
(a) | | See Annex A — Explanation of Non-GAAP Financial Measures |
|
(b) | | Nine months ended September 30, 2008 Adjusted EBITDA per share is calculated based on 59,106 diluted shares |
|
(c) | | Reconciliation of Adjusted EBITDA to income (loss) from continuing operations |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | September 30, | | | December 31, | |
| | 2008 | | | 2007 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 199,752 | | | $ | 213,753 | |
Short-term investments | | | 132,848 | | | | 80,900 | |
Accounts receivable, net | | | 78,148 | | | | 86,081 | |
Current portion of prepaid advertising | | | 5,114 | | | | 2,329 | |
Due from HLTH | | | 611 | | | | 1,153 | |
Other current assets | | | 9,602 | | | | 10,840 | |
| | | | | | |
Total current assets | | | 426,075 | | | | 395,056 | |
| | | | | | | | |
Property and equipment, net | | | 49,935 | | | | 48,589 | |
Prepaid advertising | | | — | | | | 4,521 | |
Goodwill | | | 221,281 | | | | 221,429 | |
Intangible assets, net | | | 28,917 | | | | 36,314 | |
Other assets | | | 1,184 | | | | 12,955 | |
| | | | | | |
| | $ | 727,392 | | | $ | 718,864 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accrued expenses | | $ | 26,442 | | | $ | 26,498 | |
Deferred revenue | | | 81,740 | | | | 76,401 | |
| | | | | | |
Total current liabilities | | | 108,182 | | | | 102,899 | |
| | | | | | | | |
Other long-term liabilities | | | 8,719 | | | | 9,210 | |
| | | | | | | | |
Stockholders’ equity | | | 610,491 | | | | 606,755 | |
| | | | | | |
| | $ | 727,392 | | | $ | 718,864 | |
| | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Nine Months Ended | |
| | September 30, | |
| | 2008 | | | 2007 | |
Cash flows from operating activities: | | | | | | | | |
Net (loss) income | | $ | (6,217 | ) | | $ | 17,588 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | | | | |
Income from discontinued operations, net of tax | | | — | | | | (210 | ) |
Depreciation and amortization | | | 21,106 | | | | 20,017 | |
Non-cash advertising | | | 1,736 | | | | 2,489 | |
Non-cash stock-based compensation | | | 10,774 | | | | 15,592 | |
Deferred income taxes | | | 13,769 | | | | 1,975 | |
Impairment of auction rate securities | | | 27,406 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 7,932 | | | | 14,648 | |
Other assets | | | (1,251 | ) | | | (303 | ) |
Accrued expenses and other long-term liabilities | | | (406 | ) | | | (7,463 | ) |
Due to/from HLTH | | | 563 | | | | 5,223 | |
Deferred revenue | | | 5,340 | | | | 3,253 | |
| | | | | | |
Net cash provided by continuing operations | | | 80,752 | | | | 72,809 | |
Net cash used by discontinued operations | | | — | | | | (35 | ) |
| | | | | | |
Net cash provided by operating activities | | | 80,752 | | | | 72,774 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Proceeds from maturities and sales of available-for-sale securities | | | 43,300 | | | | 123,885 | |
Purchases of available-for-sale securities | | | (127,900 | ) | | | (214,295 | ) |
Purchases of property and equipment | | | (15,054 | ) | | | (13,574 | ) |
Cash received from sale of business and business combinations, net of fees | | | 1,133 | | | | — | |
| | | | | | |
Net cash used in investing activities | | | (98,521 | ) | | | (103,984 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of common stock | | | 3,453 | | | | 8,490 | |
Tax benefit on stock-based awards | | | 315 | | | | 655 | |
Net cash transfers with HLTH | | | — | | | | 155,119 | |
| | | | | | |
Net cash provided by financing activities | | | 3,768 | | | | 164,264 | |
| | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (14,001 | ) | | | 133,054 | |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 213,753 | | | | 44,660 | |
| | | | | | |
Cash and cash equivalents at end of period | | $ | 199,752 | | | $ | 177,714 | |
| | | | | | |