Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2012 | | | 2011 | | | 2012 | | | 2011 | |
| | | | |
Revenue | | $ | 112,668 | | | $ | 141,369 | | | $ | 219,615 | | | $ | 272,978 | |
Cost of operations | | | 54,243 | | | | 51,152 | | | | 107,714 | | | | 99,601 | |
Sales and marketing | | | 31,822 | | | | 32,270 | | | | 61,925 | | | | 64,564 | |
General and administrative | | | 21,746 | | | | 22,006 | | | | 50,768 | | | | 44,827 | |
Depreciation and amortization | | | 6,713 | | | | 6,724 | | | | 13,643 | | | | 13,148 | |
Interest income | | | 34 | | | | 51 | | | | 45 | | | | 67 | |
Interest expense | | | 5,832 | | | | 5,833 | | | | 11,668 | | | | 8,974 | |
Gain on investments | | | — | | | | 1,769 | | | | 8,074 | | | | 15,829 | |
Other expense | | | 1,097 | | | | — | | | | 2,297 | | | | 53 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations before income tax (benefit) provision | | | (8,751 | ) | | | 25,204 | | | | (20,281 | ) | | | 57,707 | |
Income tax (benefit) provision | | | (2,649 | ) | | | 11,003 | | | | (6,402 | ) | | | 23,961 | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (6,102 | ) | | | 14,201 | | | | (13,879 | ) | | | 33,746 | |
Income from discontinued operations, net of tax | | | 508 | | | | 7,394 | | | | 508 | | | | 7,394 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (5,594 | ) | | $ | 21,595 | | | $ | (13,371 | ) | | $ | 41,140 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic (loss) income per common share: | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | $ | (0.12 | ) | | $ | 0.24 | | | $ | (0.26 | ) | | $ | 0.58 | |
Income from discontinued operations | | | 0.01 | | | | 0.13 | | | | 0.01 | | | | 0.12 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (0.11 | ) | | $ | 0.37 | | | $ | (0.25 | ) | | $ | 0.70 | |
| | | | | | | | | | | | | | | | |
| | | | |
Diluted (loss) income per common share: | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | $ | (0.12 | ) | | $ | 0.23 | | | $ | (0.26 | ) | | $ | 0.55 | |
Income from discontinued operations | | | 0.01 | | | | 0.13 | | | | 0.01 | | | | 0.13 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (0.11 | ) | | $ | 0.36 | | | $ | (0.25 | ) | | $ | 0.68 | |
| | | | | | | | | | | | | | | | |
| | | | |
Weighted-average shares outstanding used in computing (loss) income per common share: | | | | | | | | | | | | | | | | |
Basic | | | 49,615 | | | | 58,096 | | | | 52,692 | | | | 58,140 | |
| | | | | | | | | | | | | | | | |
Diluted | | | 49,615 | | | | 60,236 | | | | 52,692 | | | | 60,473 | |
| | | | | | | | | | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2012 | | | 2011 | | | 2012 | | | 2011 | |
Revenue | | | | | | | | | | | | | | | | |
Public portal advertising and sponsorship | | $ | 93,744 | | | $ | 121,108 | | | $ | 181,520 | | | $ | 231,471 | |
Private portal services | | | 18,924 | | | | 20,261 | | | | 38,095 | | | | 41,507 | |
| | | | | | | | | | | | | | | | |
| | $ | 112,668 | | | $ | 141,369 | | | $ | 219,615 | | | $ | 272,978 | |
| | | | | | | | | | | | | | | | |
| | | | |
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a) | | $ | 14,238 | | | $ | 45,289 | | | $ | 25,489 | | | $ | 83,147 | |
| | | | |
Interest, taxes, non-cash and other items (b) | | | | | | | | | | | | | | | | |
Interest income | | | 34 | | | | 51 | | | | 45 | | | | 67 | |
Interest expense | | | (5,832 | ) | | | (5,833 | ) | | | (11,668 | ) | | | (8,974 | ) |
Income tax benefit (provision) | | | 2,649 | | | | (11,003 | ) | | | 6,402 | | | | (23,961 | ) |
Depreciation and amortization | | | (6,713 | ) | | | (6,724 | ) | | | (13,643 | ) | | | (13,148 | ) |
Non-cash stock-based compensation | | | (9,381 | ) | | | (9,348 | ) | | | (26,281 | ) | | | (19,161 | ) |
Gain on investments | | | — | | | | 1,769 | | | | 8,074 | | | | 15,829 | |
Other expense | | | (1,097 | ) | | | — | | | | (2,297 | ) | | | (53 | ) |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (6,102 | ) | | | 14,201 | | | | (13,879 | ) | | | 33,746 | |
Income from discontinued operations, net of tax | | | 508 | | | | 7,394 | | | | 508 | | | | 7,394 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (5,594 | ) | | $ | 21,595 | | | $ | (13,371 | ) | | $ | 41,140 | |
| | | | | | | | | | | | | | | | |
(a) | See Annex A-Explanation of Non-GAAP Financial Measures. |
(b) | Reconciliation of Adjusted EBITDA to net (loss) income. |
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
| | | | | | | | |
| | June 30, 2012 | | | December 31, 2011 | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 964,226 | | | $ | 1,121,217 | |
Accounts receivable, net | | | 96,834 | | | | 121,335 | |
Prepaid expenses and other current assets | | | 16,933 | | | | 12,690 | |
Deferred tax assets | | | 21,872 | | | | 20,482 | |
| | | | | | | | |
Total current assets | | | 1,099,865 | | | | 1,275,724 | |
| | |
Property and equipment, net | | | 65,193 | | | | 57,139 | |
Goodwill | | | 202,104 | | | | 202,104 | |
Intangible assets, net | | | 18,686 | | | | 19,999 | |
Deferred tax assets | | | 52,816 | | | | 55,017 | |
Other assets | | | 28,875 | | | | 31,042 | |
| | | | | | | | |
Total Assets | | $ | 1,467,539 | | | $ | 1,641,025 | |
| | | | | | | | |
| | |
Liabilities and Stockholders’ Equity | | | | | | | | |
Accrued expenses | | $ | 49,322 | | | $ | 55,238 | |
Deferred revenue | | | 89,285 | | | | 88,055 | |
Liabilities of discontinued operations | | | 1,506 | | | | 1,506 | |
| | | | | | | | |
Total current liabilities | | | 140,113 | | | | 144,799 | |
| | |
2.25% convertible notes due 2016 | | | 400,000 | | | | 400,000 | |
2.50% convertible notes due 2018 | | | 400,000 | | | | 400,000 | |
Other long-term liabilities | | | 22,942 | | | | 21,790 | |
| | |
Stockholders’ equity | | | 504,484 | | | | 674,436 | |
| | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 1,467,539 | | | $ | 1,641,025 | |
| | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2012 | | | 2011 | |
Cash flows from operating activities: | | | | | | | | |
Net (loss) income | | $ | (13,371 | ) | | $ | 41,140 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | | | | |
Income from discontinued operations, net of tax | | | (508 | ) | | | (7,394 | ) |
Depreciation and amortization | | | 13,643 | | | | 13,148 | |
Non-cash interest, net | | | 2,163 | | | | 1,599 | |
Non-cash stock-based compensation | | | 26,281 | | | | 19,161 | |
Deferred income taxes | | | (6,870 | ) | | | 4,423 | |
Gain on investments | | | (8,074 | ) | | | (15,829 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 24,501 | | | | 19,234 | |
Prepaid expenses and other, net | | | (4,469 | ) | | | (2,103 | ) |
Accrued expenses and other long-term liabilities | | | (9,128 | ) | | | 4,765 | |
Deferred revenue | | | 1,230 | | | | (1,044 | ) |
| | | | | | | | |
Net cash provided by continuing operations | | | 25,398 | | | | 77,100 | |
Net cash used in discontinued operations | | | — | | | | (136 | ) |
| | | | | | | | |
Net cash provided by operating activities | | | 25,398 | | | | 76,964 | |
Cash flows from investing activities: | | | | | | | | |
Proceeds received from ARS option | | | 9,269 | | | | 16,561 | |
Purchases of property and equipment | | | (16,606 | ) | | | (9,557 | ) |
| | | | �� | | | | |
Net cash (used in) provided by investing activities | | | (7,337 | ) | | | 7,004 | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from exercise of stock options | | | 816 | | | | 25,053 | |
Cash used for withholding taxes due on stock-based awards | | | (1,958 | ) | | | (6,632 | ) |
Net proceeds from issuance of the 2.50% Notes and 2.25% Notes | | | — | | | | 774,745 | |
Purchases of treasury stock | | | (173,910 | ) | | | (150,417 | ) |
Excess tax benefit on stock-based awards | | | — | | | | 17,843 | |
| | | | | | | | |
Net cash (used in) provided by financing activities | | | (175,052 | ) | | | 660,592 | |
| | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (156,991 | ) | | | 744,560 | |
Cash and cash equivalents at beginning of period | | | 1,121,217 | | | | 400,501 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 964,226 | | | $ | 1,145,061 | |
| | | | | | | | |