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

Exhibit 99.2

WEBMD HEALTH CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)


	Three Months Ended March 31,
	2013			2012
Revenue	$	112,762		$	106,947
Cost of operations		46,943			53,471
Sales and marketing		30,933			30,103
General and administrative		23,534			29,022
Depreciation and amortization		6,853			6,930
Interest income		21			11
Interest expense		5,832			5,836
Gain on investments		—			8,074
Other expense		—			1,200

Loss before income tax provision (benefit)		(1,312	)		(11,530	)
Income tax provision (benefit)		226			(3,753	)

Net loss	$	(1,538	)	$	(7,777	)


Net loss per common share - Basic and Diluted	$	(0.03	)	$	(0.14	)


Weighted-average shares outstanding - Basic and Diluted		49,007			55,769

WEBMD HEALTH CORP.

CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION

(In thousands, unaudited)


	Three Months Ended March 31,
	2013			2012
Revenue
Public portal advertising and sponsorship	$	93,438		$	87,776
Private portal services		19,324			19,171

	$	112,762		$	106,947


Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	21,289		$	11,251

Interest, taxes, non-cash and other items (b)
Interest income		21			11
Interest expense		(5,832	)		(5,836	)
Income tax (provision) benefit		(226	)		3,753
Depreciation and amortization		(6,853	)		(6,930	)
Non-cash stock-based compensation		(9,937	)		(16,900	)
Gain on investments		—			8,074
Other expense		—			(1,200	)

Net loss	$	(1,538	)	$	(7,777	)

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

(b)	Reconciliation of Adjusted EBITDA to net loss.

WEBMD HEALTH CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	March 31, 2013		December 31, 2012
	(unaudited)
Assets
Cash and cash equivalents	$	999,221	$	991,835
Accounts receivable, net		101,813		106,622
Prepaid expenses and other current assets		14,999		13,882
Deferred tax assets		10,339		10,328

Total current assets		1,126,372		1,122,667

Property and equipment, net		62,808		66,604
Goodwill		202,104		202,104
Intangible assets, net		15,538		16,105
Deferred tax assets		55,436		56,039
Other assets		25,260		27,106

Total Assets	$	1,487,518	$	1,490,625


Liabilities and Stockholders’ Equity
Accrued expenses	$	49,107	$	64,256
Deferred revenue		97,220		92,176
Liabilities of discontinued operations		1,506		1,506

Total current liabilities		147,833		157,938

2.25% convertible notes due 2016		400,000		400,000
2.50% convertible notes due 2018		400,000		400,000
Other long-term liabilities		22,742		22,698

Stockholders’ equity		516,943		509,989

Total Liabilities and Stockholders’ Equity	$	1,487,518	$	1,490,625

WEBMD HEALTH CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(1,538	)	$	(7,777	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		6,853			6,930
Non-cash interest, net		1,082			1,082
Non-cash stock-based compensation		9,937			16,900
Deferred income taxes		(99	)		(3,971	)
Gain on investments		—			(8,074	)
Changes in operating assets and liabilities:
Accounts receivable		4,809			23,890
Prepaid expenses and other, net		(193	)		(4,023	)
Accrued expenses and other long-term liabilities		(14,850	)		(11,694	)
Deferred revenue		5,044			2,266

Net cash provided by operating activities		11,045			15,529

Cash flows from investing activities:
Proceeds received from ARS option		—			9,269
Purchases of property and equipment		(2,876	)		(3,377	)

Net cash (used in) provided by investing activities		(2,876	)		5,892

Cash flows from financing activities:
Proceeds from exercise of stock options		672			754
Cash used for withholding taxes due on stock-based awards		(174	)		(911	)
Purchases of treasury stock		(1,281	)		(415	)

Net cash used in financing activities		(783	)		(572	)

Net increase in cash and cash equivalents		7,386			20,849
Cash and cash equivalents at beginning of period		991,835			1,121,217

Cash and cash equivalents at end of period	$	999,221		$	1,142,066

WebMD Health Corp. - FORM 8-K - EX-99.2 - May 7, 2013