WebMD Health Corp. - FORM 8-K - EX-99.2

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8-K - FORM 8-K - WebMD Health Corp.	g22168e8vk.htm
EX-99.3 - EX-99.3 - WebMD Health Corp.	g22168exv99w3.htm
EX-99.1 - EX-99.1 - WebMD Health Corp.	g22168exv99w1.htm
EX-99.4 - EX-99.4 - WebMD Health Corp.	g22168exv99w4.htm

Exhibit 99.2

WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)


	Three Months Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Revenue	$	138,073		$	110,071		$	438,536		$	373,462
Cost of operations		47,994			38,018			165,753			135,138
Sales and marketing		31,478			30,012			112,101			106,080
General and administrative		23,802			21,933			89,620			88,053
Depreciation and amortization		6,992			7,233			28,185			28,410
Interest income		3,089			5,916			9,149			35,300
Interest expense		5,657			6,682			23,515			26,428
Severance and other transaction expenses		11,066			782			11,066			6,941
Restructuring		—			7,416			—			7,416
Gain on repurchases of convertible notes		—			—			10,120			—
Gain on sale of EBS Master LLC		—			—			—			538,024
Impairment of auction rate securities		—			—			—			60,108
Other (expense) income, net		(425	)		640			(1,369	)		992

Income from continuing operations before income tax (benefit) provision		13,748			4,551			26,196			489,204
Income tax (benefit) provision		(50,413	)		(3,026	)		(45,491	)		26,638
Equity in earnings of EBS Master LLC		—			—			—			4,007

Consolidated income from continuing operations		64,161			7,577			71,687			466,573
Consolidated income from discontinued operations, net of tax		34,659			2,041			49,354			94,682

Consolidated net income inclusive of noncontrolling interest		98,820			9,618			121,041			561,255
Income attributable to noncontrolling interest		(524	)		(1,961	)		(3,705	)		(1,032	)

Net income attributable to Company stockholders	$	98,296		$	7,657		$	117,336		$	560,223


Amounts attributable to Company stockholders:
Income from continuing operations	$	63,637		$	5,611		$	67,018		$	465,725
Income from discontinued operations		34,659			2,046			50,318			94,498

Net income attributable to Company stockholders	$	98,296		$	7,657		$	117,336		$	560,223


Basic income per common share:
Income from continuing operations	$	1.19		$	0.08		$	1.40		$	5.99
Income from discontinued operations		0.65			0.03			1.05			1.22

Net income attributable to Company stockholders	$	1.84		$	0.11		$	2.45		$	7.21


Diluted income per common share:
Income from continuing operations	$	0.92		$	0.08		$	1.21		$	4.92
Income from discontinued operations		0.47			0.03			0.86			0.96

Net income attributable to Company stockholders	$	1.39		$	0.11		$	2.07		$	5.88


Weighted-average shares outstanding used in computing income per common share:
Basic		52,688			67,193			47,400			77,738

Diluted		71,945			67,785			57,740			97,824

For the prior year periods, weighted-average shares outstanding used in computing income per common share have been adjusted by multiplying the historical weighted-average shares outstanding for HLTH Corporation by the 0.4444 exchange ratio in the Merger. Additionally, basic and diluted income per common share have been recalculated to reflect the adjusted weighted-average shares outstanding for the prior year periods presented. For the 2009 periods, these adjustments apply to the portion of each period prior to the completion of the Merger on October 23, 2009 and the actual outstanding shares were used following the completion of the Merger.

WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, except per share data, unaudited)


	Three Months Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Revenue
Public portal advertising and sponsorship	$	114,875		$	86,893		$	347,570		$	284,416
Private portal services		23,198			23,178			90,966			89,046

	$	138,073		$	110,071		$	438,536		$	373,462


Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	46,428		$	29,375		$	112,274		$	74,255

Adjusted EBITDA per basic common share	$	0.88		$	0.44		$	2.37		$	0.96

Adjusted EBITDA per diluted common share	$	0.65		$	0.43		$	1.94		$	0.76


Interest, taxes, non-cash and other items (b)
Interest income		3,089			5,916			9,149			35,300
Interest expense		(5,657	)		(6,682	)		(23,515	)		(26,428	)
Income tax benefit (provision)		50,413			3,026			45,491			(26,638	)
Depreciation and amortization		(6,992	)		(7,233	)		(28,185	)		(28,410	)
Non-cash stock-based compensation		(11,629	)		(5,776	)		(39,412	)		(24,632	)
Severance and other transaction expenses		(11,066	)		(782	)		(11,066	)		(6,941	)
Restructuring		—			(7,416	)		—			(7,416	)
Non-cash advertising		—			(3,361	)		(1,753	)		(5,097	)
Gain on repurchases of convertible notes		—			—			10,120			—
Equity in earnings of EBS Master LLC		—			—			—			4,007
Gain on sale of EBS Master LLC		—			—			—			538,024
Impairment of auction rate securities		—			—			—			(60,108	)
Other (expense) income, net		(425	)		510			(1,416	)		657

Consolidated income from continuing operations		64,161			7,577			71,687			466,573
Consolidated income from discontinued operations, net of tax		34,659			2,041			49,354			94,682

Consolidated net income inclusive of noncontrolling interest		98,820			9,618			121,041			561,255
Income attributable to noncontrolling interest		(524	)		(1,961	)		(3,705	)		(1,032	)

Net income attributable to Company stockholders	$	98,296		$	7,657		$	117,336		$	560,223


Weighted-average shares outstanding used in computing Adjusted EBITDA per common share:
Basic		52,688			67,193			47,400			77,738

Diluted		71,945			67,785			57,740			97,824


(a)		See Annex A-Explanation of Non-GAAP Financial Measures.

(b)		Reconciliation of Adjusted EBITDA to consolidated income from continuing operations.

WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)


	December 31,
	2009		2008
Assets
Cash and cash equivalents	$	459,766	$	629,848
Accounts receivable, net		118,155		93,082
Prepaid expenses and other current assets		11,419		18,644
Investments		9,932		—
Deferred tax asset		—		26,096
Assets of discontinued operations		—		131,350

Total current assets		599,272		899,020

Investments		338,446		288,049
Property and equipment, net		52,194		56,633
Goodwill		202,104		202,104
Intangible assets, net		26,020		32,328
Deferred tax asset		50,789		—
Other assets		19,723		23,600

Total Assets	$	1,288,548	$	1,501,734


Liabilities and Equity
Accrued expenses	$	63,721	$	54,595
Deferred revenue		98,474		79,613
1.75% convertible notes		264,583		—
Deferred tax liability		12,955		—
Liabilities of discontinued operations		34,197		100,771

Total current liabilities		473,930		234,979

1.75% convertible notes		—		350,000
3¹/8% convertible notes, net of discount of $22,641 at December 31, 2009 and $35,982 at December 31, 2008		227,659		264,018
Other long-term liabilities		22,191		21,816

Stockholders’ equity		564,768		496,698
Noncontrolling interest		—		134,223

Total Equity		564,768		630,921


Total Liabilities and Equity	$	1,288,548	$	1,501,734

WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)


	Years Ended
	December 31,
	2009			2008
Cash flows from operating activities:
Consolidated net income inclusive of noncontrolling interest	$	121,041		$	561,255
Adjustments to reconcile consolidated net income inclusive of noncontrolling interest to net cash provided by operating activities:
Consolidated income from discontinued operations, net of tax		(49,354	)		(94,682	)
Depreciation and amortization		28,185			28,410
Equity in earnings of EBS Master LLC		—			(4,007	)
Non-cash interest expense		10,205			9,859
Non-cash advertising		1,753			5,097
Non-cash stock-based compensation		39,412			24,632
Deferred income taxes		(42,143	)		7,474
Gain on repurchases of convertible notes		(10,120	)		—
Gain on sale of EBS Master LLC		—			(538,024	)
Impairment of auction rate securities		—			60,108
Changes in operating assets and liabilities:
Accounts receivable		(25,073	)		(9,672	)
Prepaid expenses and other, net		6,979			1,893
Accrued expenses and other long-term liabilities		14,495			6,052
Deferred revenue		18,861			4,095

Net cash provided by continuing operations		114,241			62,490
Net cash provided by discontinued operations		305			34,624

Net cash provided by operating activities		114,546			97,114

Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		2,300			118,339
Purchases of available-for-sale securities		—			(177,150	)
Purchases of property and equipment		(17,886	)		(24,265	)
Purchase of investment in preferred stock		—			(6,471	)
Cash paid in business combinations, net of cash acquired		—			(2,633	)
Purchase of noncontrolling interest in subsidiary		—			(12,818	)
Proceeds from the sale of discontinued operations		72,318			247,491
Proceeds related to the sale of EBS Master LLC		—			574,617
Other		—			1,224

Net cash provided by continuing operations		56,732			718,334
Net cash used in discontinued operations		(3,552	)		(4,852	)

Net cash provided by investing activities		53,180			713,482

Cash flows from financing activities:
Proceeds from issuance of common stock		49,767			27,883
Cash used for withholding taxes due on employee stock awards		(24,514	)		(6,200	)
Purchase of treasury stock in tender offer		(235,220	)		(737,324	)
Repurchases of convertible notes		(123,857	)		—
Cash paid for merger related costs		(5,021	)		—
Other		480			48

Net cash used in continuing operations		(338,365	)		(715,593	)
Net cash used in discontinued operations		—			(76	)

Net cash used in financing activities		(338,365	)		(715,669	)
Effect of exchange rates on cash		557			(1,958	)

Net (decrease) increase in cash and cash equivalents		(170,082	)		92,969
Cash and cash equivalents at beginning of period		629,848			536,879

Cash and cash equivalents at end of period	$	459,766		$	629,848

WEBMD HEALTH CORP.
CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMPANY STOCKHOLDERS
(In thousands, except per share data, unaudited)


	Three Months Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Amounts Attributable to Company Stockholders:
Numerator:
Income from continuing operations — Basic ^(a)	$	62,751		$	5,611		$	66,231		$	465,725
Interest expense on 1.75% convertible notes, net of tax		876			—			3,714			4,600
Interest expense on 3¹/8% convertible notes, net of tax		2,472			—			—			11,255
Effect of dilutive securities of subsidiary		(57	)		(288	)		(343	)		(587	)

Income from continuing operations — Diluted	$	66,042		$	5,323		$	69,602		$	480,993


Income from discontinued operations, net of tax —Basic^(a)	$	34,176		$	2,046		$	49,727		$	94,498
Effect of dilutive securities of subsidiary		—			—			53			(27	)

Income from discontinued operations, net of tax —Diluted	$	34,176		$	2,046		$	49,780		$	94,471


Denominator:
Weighted-average shares — Basic		52,688			67,193			47,400			77,738
Employee stock options, restricted stock and warrants		4,470			592			2,265			1,414
1.75% Convertible notes		7,640			—			8,075			10,107
3¹/8% Convertible notes		7,147			—			—			8,565

Adjusted weighted-average shares after assumed conversions — Diluted		71,945			67,785			57,740			97,824


Basic income per common share:
Income from continuing operations	$	1.19		$	0.08		$	1.40		$	5.99
Income from discontinued operations		0.65			0.03			1.05			1.22

Net income attributable to Company stockholders	$	1.84		$	0.11		$	2.45		$	7.21


Diluted income per common share:
Income from continuing operations	$	0.92		$	0.08		$	1.21		$	4.92
Income from discontinued operations		0.47			0.03			0.86			0.96

Net income attributable to Company stockholders	$	1.39		$	0.11		$	2.07		$	5.88


(a)		Adjusted for the effect of non-vested restricted stock if dilutive to income per common share

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