Exhibit 99.2
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2016 | | | 2015 | |
Revenue | | $ | 158,553 | | | $ | 143,343 | |
Cost of operations | | | 62,513 | | | | 57,877 | |
Sales and marketing | | | 33,756 | | | | 32,476 | |
General and administrative | | | 23,756 | | | | 21,453 | |
Depreciation and amortization | | | 7,487 | | | | 8,245 | |
Interest income | | | 206 | | | | 17 | |
Interest expense | | | 5,100 | | | | 6,172 | |
| | | | | | | | |
Income before income tax provision | | | 26,147 | | | | 17,137 | |
Income tax provision | | | 10,429 | | | | 7,133 | |
| | | | | | | | |
Net income | | $ | 15,718 | | | $ | 10,004 | |
| | | | | | | | |
| | |
Net income per common share: | | | | | | | | |
Basic | | $ | 0.42 | | | $ | 0.27 | |
| | | | | | | | |
Diluted | | $ | 0.36 | | | $ | 0.25 | |
| | | | | | | | |
| | |
Weighted-average shares outstanding used in computing income per common share: | | | | | | | | |
Basic | | | 37,267 | | | | 36,393 | |
| | | | | | | | |
Diluted | | | 52,335 | | | | 43,465 | |
| | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2016 | | | 2015 | |
Revenue | | | | | | | | |
Advertising and sponsorship | | | | | | | | |
Biopharma and medical device | | $ | 88,685 | | | $ | 75,845 | |
OTC, CPG and other | | | 33,754 | | | | 29,948 | |
| | | | | | | | |
| | | 122,439 | | | | 105,793 | |
Private portal services | | | 28,255 | | | | 29,322 | |
Information services | | | 7,859 | | | | 8,228 | |
| | | | | | | | |
| | $ | 158,553 | | | $ | 143,343 | |
| | | | | | | | |
| | |
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a) | | $ | 47,056 | | | $ | 38,918 | |
| | |
Interest, taxes, non-cash and other items (b) | | | | | | | | |
Interest income | | | 206 | | | | 17 | |
Interest expense | | | (5,100 | ) | | | (6,172 | ) |
Income tax provision | | | (10,429 | ) | | | (7,133 | ) |
Depreciation and amortization | | | (7,487 | ) | | | (8,245 | ) |
Non-cash stock-based compensation | | | (8,528 | ) | | | (7,381 | ) |
| | | | | | | | |
Net income | | $ | 15,718 | | | $ | 10,004 | |
| | | | | | | | |
(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, 2016 | | | December 31, 2015 | |
| | (unaudited) | | | | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 592,871 | | | $ | 641,165 | |
Accounts receivable, net | | | 177,383 | | | | 174,313 | |
Prepaid expenses and other current assets | | | 20,505 | | | | 18,998 | |
| | | | | | | | |
Total current assets | | | 790,759 | | | | 834,476 | |
| | |
Property and equipment, net | | | 86,835 | | | | 81,027 | |
Goodwill | | | 202,980 | | | | 202,980 | |
Intangible assets, net | | | 10,114 | | | | 10,894 | |
Deferred tax assets, net | | | 14,591 | | | | 15,694 | |
Other assets | | | 10,631 | | | | 10,852 | |
| | | | | | | | |
Total Assets | | $ | 1,115,910 | | | $ | 1,155,923 | |
| | | | | | | | |
| | |
Liabilities and Stockholders’ Equity | | | | | | | | |
Accrued expenses | | $ | 63,540 | | | $ | 80,664 | |
Deferred revenue | | | 116,313 | | | | 102,715 | |
2.25% convertible notes due 2016, net | | | — | | | | 102,523 | |
| | | | | | | | |
Total current liabilities | | | 179,853 | | | | 285,902 | |
| | |
2.50% convertible notes due 2018, net | | | 396,727 | | | | 396,281 | |
1.50% convertible notes due 2020, net | | | 294,558 | | | | 294,266 | |
Other long-term liabilities | | | 23,909 | | | | 23,246 | |
| | |
Stockholders’ equity | | | 220,863 | | | | 156,228 | |
| | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 1,115,910 | | | $ | 1,155,923 | |
| | | | | | | | |
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2016 | | | 2015 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 15,718 | | | $ | 10,004 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 7,487 | | | | 8,245 | |
Non-cash interest, net | | | 897 | | | | 1,128 | |
Non-cash stock-based compensation | | | 8,528 | | | | 7,381 | |
Deferred income taxes | | | 1,177 | | | | (1,535 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | (3,070 | ) | | | 6,425 | |
Prepaid expenses and other, net | | | 1,731 | | | | (4,587 | ) |
Accrued expenses and other long-term liabilities | | | (20,147 | ) | | | (17,515 | ) |
Deferred revenue | | | 13,598 | | | | 14,831 | |
| | | | | | | | |
Net cash provided by operating activities | | | 25,919 | | | | 24,377 | |
| | |
Cash flows from investing activities: | | | | | | | | |
Purchases of property and equipment | | | (9,229 | ) | | | (3,670 | ) |
Partial redemption of cost-method investment | | | 526 | | | | — | |
| | | | | | | | |
Net cash used in investing activities | | | (8,703 | ) | | | (3,670 | ) |
| | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from exercise of stock options | | | 30,165 | | | | 4,488 | |
Cash used for withholding taxes due on stock-based awards | | | (890 | ) | | | (1,044 | ) |
Maturity of convertible notes | | | (102,682 | ) | | | — | |
Purchases of treasury stock | | | — | | | | (3,219 | ) |
Excess tax benefit on stock-based awards | | | 7,897 | | | | 7,584 | |
| | | | | | | | |
Net cash (used in) provided by financing activities | | | (65,510 | ) | | | 7,809 | |
| | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (48,294 | ) | | | 28,516 | |
Cash and cash equivalents at beginning of period | | | 641,165 | | | | 706,776 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 592,871 | | | $ | 735,292 | |
| | | | | | | | |
WEBMD HEALTH CORP.
NET INCOME PER COMMON SHARE
(In thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2016 | | | 2015 | |
Numerator: | | | | | | | | |
Net income – Basic | | $ | 15,718 | | | $ | 10,004 | |
Interest expense on 1.50% convertible notes, net of tax | | | 878 | | | | 864 | |
Interest expense on 2.50% convertible notes, net of tax | | | 1,827 | | | | — | |
Interest expense on 2.25% convertible notes, net of tax | | | 457 | | | | — | |
| | | | | | | | |
Net income – Diluted | | $ | 18,880 | | | $ | 10,868 | |
| | | | | | | | |
| | |
Denominator: | | | | | | | | |
Weighted-average shares – Basic | | | 37,267 | | | | 36,393 | |
Stock options and restricted stock | | | 1,755 | | | | 1,378 | |
1.50% convertible notes | | | 5,694 | | | | 5,694 | |
2.50% convertible notes | | | 6,205 | | | | — | |
2.25% convertible notes | | | 1,414 | | | | — | |
| | | | | | | | |
Adjusted weighted-average shares after assumed conversions – Diluted | | | 52,335 | | | | 43,465 | |
| | | | | | | | |
| | |
Net income per common share: | | | | | | | | |
Basic | | $ | 0.42 | | | $ | 0.27 | |
| | | | | | | | |
Diluted | | $ | 0.36 | | | $ | 0.25 | |
| | | | | | | | |