Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2015 | | | 2014 | |
| | |
Revenue | | $ | 143,343 | | | $ | 133,832 | |
Cost of operations | | | 57,877 | | | | 52,564 | |
Sales and marketing | | | 32,476 | | | | 32,911 | |
General and administrative | | | 21,453 | | | | 23,781 | |
Depreciation and amortization | | | 8,245 | | | | 7,328 | |
Interest income | | | 17 | | | | 15 | |
Interest expense | | | 6,172 | | | | 6,172 | |
| | | | | | | | |
Income before income tax provision | | | 17,137 | | | | 11,091 | |
Income tax provision | | | 7,133 | | | | 4,825 | |
| | | | | | | | |
Net income | | $ | 10,004 | | | $ | 6,266 | |
| | | | | | | | |
| | |
Net income per common share: | | | | | | | | |
Basic | | $ | 0.27 | | | $ | 0.16 | |
| | | | | | | | |
Diluted | | $ | 0.25 | | | $ | 0.15 | |
| | | | | | | | |
| | |
Weighted-average shares outstanding used in computing income per common share: | | | | | | | | |
Basic | | | 36,393 | | | | 39,268 | |
| | | | | | | | |
Diluted | | | 43,465 | | | | 41,852 | |
| | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2015 | | | 2014 | |
Revenue | | | | | | | | |
Advertising and sponsorship | | | | | | | | |
Biopharma and medical device | | $ | 75,845 | | | $ | 68,488 | |
OTC, CPG and other | | | 29,948 | | | | 34,469 | |
| | | | | | | | |
| | | 105,793 | | | | 102,957 | |
Private portal services | | | 29,322 | | | | 24,629 | |
Information services | | | 8,228 | | | | 6,246 | |
| | | | | | | | |
| | $ | 143,343 | | | $ | 133,832 | |
| | | | | | | | |
| | |
| | | | | | | | |
| | |
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a) | | $ | 38,918 | | | $ | 33,266 | |
| | |
Interest, taxes, non-cash and other items (b) | | | | | | | | |
Interest income | | | 17 | | | | 15 | |
Interest expense | | | (6,172 | ) | | | (6,172 | ) |
Income tax provision | | | (7,133 | ) | | | (4,825 | ) |
Depreciation and amortization | | | (8,245 | ) | | | (7,328 | ) |
Non-cash stock-based compensation | | | (7,381 | ) | | | (8,690 | ) |
| | | | | | | | |
Net income | | $ | 10,004 | | | $ | 6,266 | |
| | | | | | | | |
(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)
| | | | | | | | |
| | March 31, 2015 | | | December 31, 2014 | |
| | (unaudited) | | | | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 735,292 | | | $ | 706,776 | |
Accounts receivable, net | | | 130,381 | | | | 136,806 | |
Prepaid expenses and other current assets | | | 17,413 | | | | 13,877 | |
Deferred tax assets | | | 18,453 | | | | 18,147 | |
| | | | | | | | |
Total current assets | | | 901,539 | | | | 875,606 | |
| | |
Property and equipment, net | | | 55,790 | | | | 59,573 | |
Goodwill | | | 202,980 | | | | 202,980 | |
Intangible assets, net | | | 13,382 | | | | 14,215 | |
Deferred tax assets | | | 20,083 | | | | 18,947 | |
Other assets | | | 26,509 | | | | 26,236 | |
| | | | | | | | |
Total Assets | | $ | 1,220,283 | | | $ | 1,197,557 | |
| | | | | | | | |
| | |
Liabilities and Stockholders’ Equity | | | | | | | | |
Accrued expenses | | $ | 55,615 | | | $ | 72,658 | |
Deferred revenue | | | 104,616 | | | | 89,785 | |
2.25% convertible notes due 2016 | | | 252,232 | | | | — | |
| | | | | | | | |
Total current liabilities | | | 412,463 | | | | 162,443 | |
| | |
2.25% convertible notes due 2016 | | | — | | | | 252,232 | |
2.50% convertible notes due 2018 | | | 400,000 | | | | 400,000 | |
1.50% convertible notes due 2020 | | | 300,000 | | | | 300,000 | |
Other long-term liabilities | | | 20,823 | | | | 21,293 | |
| | |
Stockholders’ equity | | | 86,997 | | | | 61,589 | |
| | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 1,220,283 | | | $ | 1,197,557 | |
| | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2015 | | | 2014 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 10,004 | | | $ | 6,266 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 8,245 | | | | 7,328 | |
Non-cash interest, net | | | 1,128 | | | | 1,128 | |
Non-cash stock-based compensation | | | 7,381 | | | | 8,690 | |
Deferred income taxes | | | (1,535 | ) | | | 201 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 6,425 | | | | (10,009 | ) |
Prepaid expenses and other, net | | | (4,587 | ) | | | 210 | |
Accrued expenses and other long-term liabilities | | | (17,515 | ) | | | (20,401 | ) |
Deferred revenue | | | 14,831 | | | | 14,490 | |
| | | | | | | | |
Net cash provided by operating activities | | | 24,377 | | | | 7,903 | |
| | |
Cash flows from investing activities: | | | | | | | | |
Purchases of property and equipment | | | (3,670 | ) | | | (5,533 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (3,670 | ) | | | (5,533 | ) |
| | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from exercise of stock options | | | 4,488 | | | | 17,482 | |
Cash used for withholding taxes due on stock-based awards | | | (1,044 | ) | | | (5,326 | ) |
Purchases of treasury stock | | | (3,219 | ) | | | (65,052 | ) |
Excess tax benefit on stock-based awards | | | 7,584 | | | | 4,047 | |
| | | | | | | | |
Net cash provided by (used in) financing activities | | | 7,809 | | | | (48,849 | ) |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 28,516 | | | | (46,479 | ) |
Cash and cash equivalents at beginning of period | | | 706,776 | | | | 824,880 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 735,292 | | | $ | 778,401 | |
| | | | | | | | |
WEBMD HEALTH CORP.
NET INCOME PER COMMON SHARE
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2015 | | | 2014 | |
| | |
Numerator: | | | | | | | | |
Net income — Basic | | $ | 10,004 | | | $ | 6,266 | |
Interest expense on 1.50% convertible notes, net of tax | | | 864 | | | | — | |
| | | | | | | | |
Net income — Diluted | | $ | 10,868 | | | $ | 6,266 | |
| | | | | | | | |
| | |
Denominator: | | | | | | | | |
Weighted-average shares — Basic | | | 36,393 | | | | 39,268 | |
Stock options and restricted stock | | | 1,378 | | | | 2,584 | |
1.50% convertible notes | | | 5,694 | | | | — | |
| | | | | | | | |
Adjusted weighted-average shares after assumed conversions — Diluted | | | 43,465 | | | | 41,852 | |
| | | | | | | | |
| | |
Net income per common share: | | | | | | | | |
Basic | | $ | 0.27 | | | $ | 0.16 | |
| | | | | | | | |
Diluted | | $ | 0.25 | | | $ | 0.15 | |
| | | | | | | | |