WebMD Corporation
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HLTH and WebMD Announce Second Quarter Earnings Release Date and Conference Call
www.prnewswire.com
ELMWOOD PARK, N.J. and NEW YORK, July 16 /PRNewswire-FirstCall/ -- HLTH Corporation (Nasdaq: HLTH) and its approximately 84% owned subsidiary, WebMD Health Corp.
http://www.prnewswire.com/cgi-bin/stories.pl?ACCT=109&STORY=/www/story/07-16-2008/0004850205&EDATE=
MRSA Rates Tied to Hospital Understaffing
www.medicinenet.com | Jun 25, 2008
Get the facts on infectious disease types, causes, prevention, and treatment, and learn how they spread. Plus, read the latest news on emerging infectious diseases like MRSA, E. coli, flu, and hepatitis.
http://www.medicinenet.com/script/main/art.asp?articlekey=90556
Analyst: Health Ads Slump Hitting WebMD (WBMD)
www.alleyinsider.com | Jun 16, 2008
Shares in WebMD (WBMD), up 25% in the last two weeks, took a tumble on
http://www.alleyinsider.com/2008/6/analyst_health_ads_slump_hitting_webmd_wbmd_
Sector Snap: Internet stocks rise; Yahoo, WebMD up (AP)
biz.yahoo.com | Jun 4, 2008
Sector Snap: Internet stocks rise; Yahoo, WebMD up. - NEW YORK (AP) -- Shares of Internet stocks mostly rose Wednesday, with Yahoo Inc. climbing after the company announced new deals with partners including Wal-Mart Stores Inc. and CBS Corp.
http://biz.yahoo.com/ap/080604/internet_sector_snap.html?.v=1
Web Sites

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Web Entrepreneurs Find Value In Print | Folio Magazine
www.foliomag.com
Beverage Spectrum in October 2004. You can hold it in your hands. You can take it on a train. From a publishing standpoint, a print magazine can give an online publication more credibility and bring in more readers and higher advertising revenue.
WebMD Quality Services | Welcome
width=571 Recent News: WebMD and Greater Detroit Area Health council Team Up To Help Consumers Make More Informed Healthcare Decisions Data. Webinar: How Consumers Find and Use Healthcare Quality Data. Copyright (c) 2005 WebMD Inc. All Rights Reserved.
Emdeon Q1 2007 Earnings Call Transcript - Seeking Alpha
internet.seekingalpha.com
Risa Fisher - VP, IR Kevin Cameron - CEO Marty Wygod - Chairman Mark Funston - EVP and CFO Wayne Gattinella - CEO and President, WebMD Tony Vuolo - EVP, Finance, and CFO, WebMD Analysts
Healthcare IT News
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News from Zibb.com
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HLTH and WebMD Announce Second Quarter Earnings Release Date and Conference Call - Zibb.com
ELMWOOD PARK, N.J. and NEW YORK, July 16, 2008 /PRNewswire-FirstCall via COMTEX/ --
HLTH Corporation (Nasdaq: HLTH) and its approximately 84% owned subsidiary, WebMD Health Corp. (Nasdaq: WBMD), today announced that they will release their respective financial results for the three months ended June 30, 2008 at approximately 4:00 pm (ET) on Tuesday, August 5, 2008. The Companies will host a conference call at 4:45 pm (ET) on that day to discuss those results.
Investors can access the call via webcast at http://www.hlth.com (in the Investor Relations section) or at http://www.wbmd.com (in the Investor Relations section) at that time.
A replay of the call will be available at the same web addresses.
About HLTH Corporation
HLTH Corporation (Nasdaq: HLTH) owns 84% of WebMD Health Corp. (Nasdaq: WBMD). WebMD is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. HLTH also owns Porex, a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.
About WebMD
WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of HLTH Corporation (Nasdaq: HLTH).
All statements contained in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on HLTH's and WebMD's current plans and expectations and involve risks and uncertainties, including those described in our SEC filings.
SOURCE HLTH Corporation; WebMD Health Corp.
http://www.hlth.com
Tags: conference consumer distributor earnings financial results health healthcare industrial manufacturer nasdaq physicians products sec web
HLTH Corporation Announces First Quarter Financial Results - Zibb.com
ELMWOOD PARK, N.J., May 6, 2008 /PRNewswire-FirstCall via COMTEX/ --
HLTH Corporation (Nasdaq: HLTH) today announced financial results for the three months ended March 31, 2008.
Martin J. Wygod, Chairman and Acting Chief Executive Officer of HLTH Corporation, said: "With over 51 million unique monthly users and over 1 billion quarterly page views, WebMD has again achieved record traffic levels and continues to demonstrate its market leadership. The long-term value of the WebMD franchise continues to increase."
Consolidated Financial Highlights
Revenue for the first quarter was $81.7 million, an increase of 14% over the prior year. Earnings before interest, taxes, non-cash and other items ("Adjusted EBITDA") for the first quarter was $10.7 million, an increase of 81% over the prior year. Income from continuing operations for the first quarter was $459.6 million or $2.03 per share and net income was $463.2 million or $2.04 per share, both of which include a gain of $538 million, or approximately $514 million net of tax, from the sale of HLTH's 48% minority interest in Emdeon Business Services and a $60.1 million impairment charge related to a reduction in fair value of the Company's auction rate securities (ARS) investments.
HLTH's financial results present the ViPS and Porex businesses as discontinued operations in the current and prior year periods, reflecting the decision to divest these businesses. WebMD's offline professional medical reference and textbook publication business is presented as a discontinued operation in the prior year period, reflecting the sale of that business on December 31, 2007.
Segment Operating Results
WebMD's Online Services segment revenue was $78.4 million for the first quarter compared to $68.4 million in the prior year period, an increase of 15%. Advertising and sponsorship revenue increased 18% to $56.1 million. Private portal licensing revenue increased 9% to $21.9 million. Online Services segment Adjusted EBITDA increased 27% to $16.5 million compared to $13.0 million in the prior year period.
WebMD's Publishing and Other Services segment revenue was $3.3 million for the first quarter compared to $3.5 million in the prior year period, a decrease of 7%. Publishing and Other Services segment Adjusted EBITDA was a loss of ($0.8) million compared to a loss of ($0.4) million in the prior year period.
Sale of Investment in Emdeon Business Services
As previously reported, HLTH sold its 48% interest in Emdeon Business Services for $575 million in cash on February 8, 2008. HLTH realized a gain of $514 million, net of tax, on the sale.
Investment in Auction Rate Securities
At March 31, 2008, HLTH held auction rate securities with a face amount of $363.0 million. The types of ARS investments that HLTH owns are backed by student loans, 97% of which are guaranteed under the Federal Family Education Loan Program (FFELP), and all had credit ratings of AAA or Aaa when purchased. Since February, all auctions involving these securities have failed. The result of a failed auction is that these ARS continue to pay interest in accordance with their terms until the next successful auction; however liquidity will be limited until there is a successful auction or until such time as other markets for these ARS investments develop. It is uncertain when an auction market will develop. HLTH has determined that the fair value of the ARS as of March 31, 2008 was $302.8 million. Accordingly, HLTH has recorded an impairment charge of $60.1 million related to these securities in its results for the quarter ended March 31, 2008.
At March 31, 2008, in addition to HLTH's $302.8 million in ARS holdings, of which $141 million are attributable to WebMD, HLTH has approximately $1.1 billion in cash and cash equivalents, of which $160 million is attributable to WebMD.
Merger with WebMD
As previously announced, HLTH and WebMD entered into a definitive merger agreement on February 20, 2008. The agreement provided that HLTH will be merged into WebMD, with each outstanding share of HLTH common stock to be converted into 0.1979 shares of WebMD common stock and $6.89 in cash, subject to certain adjustments. Completion of the merger is conditioned upon, among other things, approval of the stockholders of both HLTH and WebMD. HLTH and WebMD currently expect to file a preliminary proxy statement/prospectus relating to the merger in the next few weeks and believe that would likely allow them to hold stockholder meetings in September to seek those approvals. However, the ability to schedule these meetings will depend on the timing for closing the sales of HLTH's ViPS and Porex businesses, at least one of which must be completed prior to closing the merger, as well as the timing for completion of SEC review of the proxy statement/prospectus. HLTH is currently in the process of selling the ViPS and Porex businesses, with potential purchasers nearing completion of their due diligence investigations.
Financial Guidance
HLTH is not providing financial guidance for 2008 at this time. WebMD provided financial guidance in a separate press release issued today.
Analyst and Investor Conference Call
As previously announced, HLTH Corporation and WebMD Health Corp. will host a conference call at 4:45 pm (Eastern) today to discuss their respective first quarter results. Investors can access the call via webcast at www.hlth.com (in the Investor Relations section). A replay of the call will be available at the same web address.
About HLTH
HLTH Corporation (NASDAQ: HLTH) is the majority holder of WebMD Health Corp. (NASDAQ: WBMD). WebMD is the leading provider of health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. HLTH also owns ViPS and Porex. ViPS provides healthcare data management, analytics, decision-support and process automation solutions and related information technology services to governmental, Blue Cross Blue Shield and commercial healthcare payers. ViPS' solutions and services help its clients improve patient outcomes, increase customer satisfaction and reduce costs. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.
This press release does not constitute an offer of any securities for sale. In connection with the proposed merger, HLTH and WebMD expect to file, with the SEC, a proxy statement/prospectus as part of a registration statement regarding the proposed transaction. Investors and security holders are urged to read the proxy statement/prospectus because it will contain important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents when filed by HLTH and WebMD with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com. Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the merger.
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: expectations regarding the market for HLTH's and WebMD's investments in auction rate securities (ARS); HLTH's and WebMD's future financial results and other measures of WebMD's future performance; market opportunities and WebMD's ability to capitalize on them; the benefits expected from new products or services and from other potential sources of additional revenue; the merger transaction between HLTH and WebMD (the "Merger Transaction"); and the potential sales transactions with respect to ViPS and Porex (the "Potential Sales Transactions"). These statements speak only as of the date of this press release, are based on HLTH's and WebMD's current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward- looking statements. These risks and uncertainties include those relating to: changes in the markets for ARS; market acceptance of WebMD's products and services; WebMD's relationships with customers and strategic partners; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. In addition, there can be no assurances regarding: whether HLTH and WebMD will be able to complete the Merger Transaction or as to the timing of such transaction; or whether HLTH will be able to complete the Potential Sales Transactions or as to the timing or terms of such transactions. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.
This press release, and the accompanying tables, include both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as certain non-GAAP financial measures. The tables attached to this press release include reconciliations of these non-GAAP financial measures to GAAP financial measures. In addition, an "Explanation of Non-GAAP Financial Measures" is attached to this press release as Annex A.
WebMD(R), WebMD Health(R), POREX(R) and ViPS(SM) are trademarks of HLTH Corporation or its subsidiaries.
Emdeon(tm) and Emdeon Business Services(tm) are trademarks of Emdeon Business Services, LLC or its subsidiaries.
-Tables Follow-
HLTH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
Three Months Ended
March 31,
2008 2007
Revenue $81,682 $71,881
Costs and expenses:
Cost of operations 31,570 28,618
Sales and marketing 25,830 22,870
General and administrative 21,144 28,443
Depreciation and amortization 6,888 6,325
Interest income 11,936 9,674
Interest expense 4,607 4,709
Gain on sale of EBS Master LLC 538,024 -
Impairment of auction rate
securities 60,108 -
Transition services income, net 50 2,456
Other (expense) income, net (4,194) 426
Income (loss) from continuing
operations before income
tax provision (benefit) 477,351 (6,528)
Income tax provision (benefit) 25,614 (231)
Minority interest in WHC (loss)
income (3,845) 115
Equity in earnings of EBS Master LLC 4,007 7,099
Income from continuing operations 459,589 687
Income from discontinued operations
(net of tax $2,910 and $1,221 in
2008 and 2007) 3,569 5,015
Net income $463,158 $5,702
Basic income per common share:
Income from continuing operations $2.52 $0.00
Income from discontinued operations 0.02 0.03
Net income $2.54 $0.03
Diluted income per common share:
Income from continuing operations $2.03 $0.00
Income from discontinued operations 0.01 0.03
Net income $2.04 $0.03
Weighted-average shares outstanding
used in computing income per common share:
Basic 182,175 176,011
Diluted 228,159 186,355
HLTH CORPORATION
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
Three Months Ended
March 31,
2008 2007
Revenue
WebMD Online Services:
Advertising and sponsorship $56,065 $47,421
Licensing 21,923 20,115
Content syndication and other 417 884
Total WebMD Online Services 78,405 68,420
WebMD Publishing and Other Services 3,277 3,524
Inter-segment eliminations - (63)
$81,682 $71,881
Earnings (loss) before interest,
taxes, non-cash and other items
("Adjusted EBITDA")
WebMD Online Services $16,531 $12,992
WebMD Publishing and Other Services (754) (358)
Corporate (5,059) (6,726)
$10,718 $5,908
Adjusted EBITDA per diluted common
share (a) $0.05 $0.03
Interest, taxes, non-cash and other
items (b)
Depreciation and amortization $(6,888) $(6,325)
Non-cash stock-based compensation (5,972) (9,182)
Non-cash advertising (1,558) (2,320)
Interest income 11,936 9,674
Interest expense (4,607) (4,709)
Gain on sale of EBS Master LLC 538,024 -
Income tax (provision) benefit (25,614) 231
Minority interest in WHC loss
(income) 3,845 (115)
Equity in earnings of EBS Master LLC 4,007 7,099
Impairment of auction rate securities (60,108) -
Other (expense) income, net (4,194) 426
Income from continuing operations 459,589 687
Income from discontinued
operations, net of tax 3,569 5,015
Net income $463,158 $5,702
Basic income per common share:
Income from continuing operations $2.52 $0.00
Income from discontinued operations 0.02 0.03
Net income $2.54 $0.03
Diluted income per common share:
Income from continuing operations $2.03 $0.00
Income from discontinued operations 0.01 0.03
Net income $2.04 $0.03
Weighted-average shares outstanding
used in computing income per common share:
Basic 182,175 176,011
Diluted 228,159 186,355
(a) Adjusted EBITDA per diluted common share is based on the
weighted-average shares outstanding used in computing diluted
income per common share.
(b) Reconciliation of Adjusted EBITDA to net income (see Annex A -
Explanation of Non-GAAP Financial Measures).
HLTH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Three Months Ended
March 31,
2008 2007
Cash flows from operating activities:
Net income $463,158 $5,702
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Income from discontinued
operations, net of tax (3,569) (5,015)
Depreciation and amortization 6,888 6,325
Minority interest in WHC (loss) income (3,845) 115
Equity in earnings of EBS Master LLC (4,007) (7,099)
Amortization of debt issuance costs 743 721
Non-cash advertising 1,558 2,320
Non-cash stock-based compensation 5,972 9,182
Deferred income taxes 5,389 2
Gain on sale of EBS (538,024) (399)
Impairment of auction rate securities 60,108 -
Changes in operating assets and
liabilities:
Accounts receivable 12,220 2,185
Prepaid expenses and other, net 17,493 421
Accrued expenses and other long-
term liabilities 10,320 (46,158)
Deferred revenue 11,714 7,678
Net cash provided by (used in)
continuing operations 46,118 (24,020)
Net cash (used in) provided by
discontinued operations (3,751) 6,712
Net cash provided by (used in)
operating activities 42,367 (17,308)
Cash flows from investing activities:
Proceeds from maturities and sales
of available-for-sale securities 104,518 67,922
Purchases of available-for-sale
securities (177,150) (65,932)
Purchases of property and equipment (2,662) (4,780)
Proceeds related to sales of EBS,
EPS and ACS/ACP, net of fees 598,935 2,898
Decrease in net advances to EBS
Master LLC 1,195 19,691
Net cash provided by continuing
operations 524,836 19,799
Net cash used in discontinued
operations (1,438) (847)
Net cash provided by investing
activities 523,398 18,952
Cash flows from financing activities:
Proceeds from issuance of HLTH and
WHC common stock 1,777 63,404
Purchases of treasury stock under
repurchase program - (11,322)
Net cash provided by continuing
operations 1,777 52,082
Net cash used in discontinued
operations (46) (43)
Net cash provided by financing
activities 1,731 52,039
Effect of exchange rates on cash 1,753 184
Net increase in cash and cash
equivalents 569,249 53,867
Cash and cash equivalents at
beginning of period 536,879 614,691
Cash and cash equivalents at
end of period $1,106,128 $668,558
HLTH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
March 31, 2008 December 31, 2007
Assets
Cash and cash equivalents $1,106,128 $536,879
Marketable securities 309,256 290,858
Accounts receivable, net 73,861 86,081
Due from EBS Master LLC 28 1,224
Prepaid expenses and other current
assets 27,781 71,090
Assets of discontinued operations 266,591 262,964
Total current assets 1,783,645 1,249,096
Marketable equity securities 2,036 2,383
Property and equipment, net 47,883 49,554
Goodwill 214,623 217,323
Intangible assets, net 33,766 36,314
Investment in EBS Master LLC - 25,261
Other assets 59,922 71,466
Total Assets $2,141,875 $1,651,397
Liabilities and Stockholders' Equity
Accrued expenses $59,002 $49,598
Deferred revenue 88,114 76,401
Liabilities of discontinued
operations 113,397 123,131
Total current liabilities 260,513 249,130
Convertible notes 650,000 650,000
Other long-term liabilities 21,214 21,137
Minority interest in WHC 130,231 131,353
Stockholders' equity 1,079,917 599,777
Total Liabilities and Stockholders'
Equity $2,141,875 $1,651,397
ANNEX A
Explanation of Non-GAAP Financial Measures
The accompanying HLTH Corporation press release and financial tables include both financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures represent earnings before interest, taxes, non- cash and other items (which we refer to as "Adjusted EBITDA") and related per share amounts. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, "income from continuing operations" calculated in accordance with GAAP. The tables attached to the accompanying press release include reconciliations of non-GAAP financial measures to GAAP financial measures.
Adjusted EBITDA is used by HLTH's management as an additional measure of HLTH's overall performance and its reporting segments' performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period- to-period comparisons of Adjusted EBITDA help HLTH's management identify additional trends in HLTH's and its reporting segments' financial results that may not be shown solely by period-to-period comparisons of income from continuing operations. In addition, HLTH uses Adjusted EBITDA in the incentive compensation programs applicable to many of its employees in order to evaluate HLTH's performance. HLTH management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in income from continuing operations, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to net income that accompany our press releases containing non-GAAP financial measures, including the reconciliations contained in the tables attached to the accompanying press release.
HLTH believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of HLTH's results for reasons similar to the reasons why HLTH's management finds it useful and because it helps facilitate investor understanding of decisions made by HLTH's management in light of the performance metrics used in making those decisions. In addition, as more fully described below, HLTH believes that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to income from continuing operations, helps investors make comparisons between HLTH and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is intended to provide a supplemental way of comparing HLTH with other public companies and is not intended as a substitute for comparisons based on "income from continuing operations" or "net income" calculated in accordance with GAAP. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules.
The following is an explanation of the items excluded by HLTH from Adjusted EBITDA but included in income from continuing operations:
-- Depreciation and Amortization. Depreciation and amortization expense
is a non-cash expense relating to capital expenditures and intangible
assets arising from acquisitions that are expensed on a straight-line
basis over the estimated useful life of the related assets. HLTH
excludes depreciation and amortization expense from Adjusted EBITDA
because it believes (i) the amount of such expenses in any specific
period may not directly correlate to the underlying performance of
HLTH's business operations and (ii) such expenses can vary
significantly between periods as a result of new acquisitions and full
amortization of previously acquired tangible and intangible assets.
Accordingly, HLTH believes this exclusion assists management and
investors in making period-to-period comparisons of operating
performance. Investors should note that the use of tangible and
intangible assets contributed to revenue in the periods presented and
will contribute to future revenue generation and should also note that
such expense will recur in future periods.
-- Stock-Based Compensation Expense. Stock-based compensation expense is
a non-cash expense arising from the grant of stock-based awards to
employees. HLTH believes that excluding the effect of stock-based
compensation from Adjusted EBITDA assists management and investors in
making period-to-period comparisons in its operating performance
because it believes (i) the amount of such expenses in any specific
period may not directly correlate to the underlying performance of
HLTH's business operations and (ii) such expenses can vary
significantly between periods as a result of the timing of grants of
new stock-based awards, including grants in connection with
acquisitions. Additionally, HLTH believes that excluding stock-based
compensation from Adjusted EBITDA assists management and investors in
making meaningful comparisons between HLTH's operating performance and
the operating performance of other companies that may use different
forms of employee compensation or different valuation methodologies for
their stock-based compensation. Investors should note that stock-based
compensation is a key incentive offered to employees whose efforts
contributed to the operating results in the periods presented and are
expected to contribute to operating results in future periods.
Investors should also note that such expenses will recur in the future.
-- Non-Cash Advertising Expense. This expense relates to the usage of
non-cash advertising obtained from News Corporation ("Newscorp") in
exchange for equity securities issued by HLTH in 2000. The advertising
is available only on various Newscorp properties, primarily its
television network and cable channels without any cash cost to HLTH.
The amount of advertising that can be used in any year is subject to
annual contractual limitation and expires in 2010. HLTH does not incur
any other cash expenses related to airing of television advertising.
HLTH excludes this expense from Adjusted EBITDA (i) because it is a
non-cash expense, (ii) because it is incremental to other non-
television cash advertising expense that HLTH otherwise incurs, (iii)
because HLTH has not and believes it will not incur cash expenses
relating to television advertising in the future and (iv) to assist
management and investors in comparing its operating results over
multiple periods. Investors should note that it is likely that HLTH
derives some benefit from such advertising and that such expenses will
recur in the future.
-- Interest Income and Expense. Interest income is associated with the
level of marketable debt securities and other interest bearing accounts
in which HLTH invests, as well as with interest expenses arising from
the capital structure of HLTH. Interest income and expense varies over
time due to a variety of financing transactions and due to acquisitions
and divestitures that HLTH has entered into or may enter into in the
future. HLTH has, in the past several years, issued convertible
debentures and preferred stock, repurchased shares in cash tender
offers and through other repurchase transactions, conducted an initial
public offering of equity in its WebMD subsidiary and completed the
divestiture of certain businesses. HLTH excludes interest income and
interest expense from Adjusted EBITDA (i) because these items are not
directly attributable to the performance of HLTH's business operations
and, accordingly, their exclusion assists management and investors in
making period-to-period comparisons of operating performance and (ii)
to assist management and investors in making comparisons to companies
with different capital structures. Investors should note that interest
income and expense will recur in future periods.
-- Income Tax Provision. HLTH had a net operating loss (NOL) carryforward
of approximately $1.3 billion as of the year ended December 31, 2007.
HLTH maintained a full valuation allowance on these NOL carryforwards
until the fourth quarter of 2007, at which time a portion of the
valuation allowance was reversed after consideration of the relevant
factors. The related valuation allowances are either reversed through
the income statement, additional paid-in capital, or reversed to
goodwill, to the extent those tax benefits were acquired through
business combinations. The timing of such reversals has not been
consistent and as a result, HLTH's income tax expense can fluctuate
significantly from period to period in a manner not directly related to
HLTH's operating performance. HLTH excludes the income tax provision
from Adjusted EBITDA (i) because it believes that the income tax
provision is not directly attributable to the underlying performance of
HLTH's business operations and, accordingly, its exclusion assists
management and investors in making period-to-period comparisons of
operating performance and (ii) to assist management and investors in
making comparisons to companies with different tax attributes.
Investors should note that income tax provision will recur in future
periods.
-- Minority Interest in WHC. This represents the minority stockholders'
proportionate share of net income of HLTH's majority-owned WebMD Health
Corp. subsidiary (which we refer to as WHC). The size of this Minority
Interest is related to HLTH's percentage ownership of WHC. Changes in
that percentage ownership may result from changes in WHC's capital
structure, including as a result of sales of WHC equity securities by
WHC or HLTH or as a result of exercise of WHC employee stock options.
HLTH excludes Minority Interest from Adjusted EBITDA (i) because it
believes that the size of the Minority Interest can vary for reasons
not attributable to the underlying performance of HLTH's business
operations and, accordingly, its exclusion assists management and
investors in making period-to-period comparisons of operating
performance and (ii) to assist management and investors in making
comparisons to companies with different capital structures. Investors
should note that Minority Interest in WHC will recur in future periods.
-- Other Items. HLTH engages in other activities and transactions that
can impact HLTH's overall income from continuing operations. These
other items included, but were not limited to, (i) legal expenses
relating to the on-going Department of Justice investigation, (ii)
equity in earnings of EBS Master LLC, which represents 48% of EBS's
income through February 8, 2008, (iii) working capital adjustment from
the sale of 52% of the Emdeon Business Services segment on November 16,
2006, (iv) a reduction of certain sales and use tax contingencies
resulting from the expiration of certain applicable statutes of
limitations, (v) advisory expenses relating to the evaluation, in 2008
and 2007, by HLTH's Board of Directors of strategic alternatives for
HLTH, (vi) gain on sale from the sale of the remaining 48% ownership
interest in EBS Master LLC and (vii) loss on the impairment of auction
rate securities. HLTH excludes these other items from Adjusted EBITDA
because it believes these activities or transactions are not directly
attributable to the performance of HLTH's business operations and,
accordingly, their exclusion assists management and investors in making
period-to-period comparisons of operating performance. Investors
should note that these other items may recur in future periods.
SOURCE HLTH Corporation
http://www.hlth.com
Tags: accounting acquisition advertising business business services ceo commercial conference consumer corporate debentures debt distributor earnings ebitda education eps equity exercise family financial results gaap grants health healthcare industrial information technology internet investigation investment knowledge management law legal manufacturer market marketing medical merger nasdaq note online physicians products property public offering publishing rates revenue sales schedule sec securities security stock option tax taxes television traffic treasury web
WebMD Announces First Quarter Financial Results - Zibb.com
NEW YORK, May 6, 2008 /PRNewswire-FirstCall via COMTEX/ --
WebMD Health Corp. (Nasdaq: WBMD) today announced financial results for the three months ended March 31, 2008.
"Our Company reached several important milestones this quarter, as WebMD continued to consolidate its position as the leading source of health information for both consumers and health care professionals," said Wayne Gattinella, President and CEO. "We believe that the long-term value of our franchise will continue to increase as we expand our distribution footprint and deliver the full spectrum of online health solutions that the marketplace is steadily evolving towards."
Financial Summary
Revenue for the first quarter was $81.7 million compared to $71.9 million in the prior year period, an increase of 14%. Earnings before interest, taxes, depreciation, amortization, and other non-cash items ("Adjusted EBITDA") for the first quarter increased 25% to $15.8 million or $0.27 per share compared to $12.6 million or $0.21 per share in the prior year period.
Loss from continuing operations and net loss for the first quarter was $(23.3) million or $(0.40) per share, which includes a $27.4 million impairment charge related to a reduction in fair value of the Company's auction rate securities investments. Excluding the impairment, income from continuing operations and net income was $4.1 million or $0.07 per share for the first quarter compared to $0.7 million or $0.01 per share in the prior year period.
Operating Highlights
Online Services segment revenue was $78.4 million for the first quarter compared to $68.4 million in the prior year period, an increase of 15%. Advertising and sponsorship revenue increased 18% to $56.1 million. Private portal licensing revenue increased 9% to $21.9 million. Online Services segment Adjusted EBITDA increased 27% to $16.5 million compared to $13.0 million in the prior year period.
Traffic to the WebMD Health Network continued to expand with the average number of unique users reaching a record 51.9 million per month and total traffic of 1.2 billion page views during the first quarter, increases of 25% and 24%, respectively, from a year ago. Excluding the prior year period's traffic from AOL (which ceased to be part of The WebMD Health Network on April 30, 2007), the average monthly unique users of the WebMD Health Network increased 29% and page view traffic increased 27%. In the first quarter, 1.1 million continuing medical education (CME) programs were completed on the WebMD Professional Network, an increase of 64% from the prior year period.
WebMD continued to expand its base of large employers and health plans utilizing its private Health and Benefits portals during the first quarter, bringing total platform customers to 122 from 103 a year ago. The installed base of companies licensing the WebMD private portal platform now includes: Newell Rubbermaid, Herman Miller, Inc., SummaCare, Inc. and QualCare, Inc.
Publishing and Other Services segment revenue was $3.3 million for the first quarter compared to $3.5 million in the prior year period, a decrease of 7%. Publishing and Other Services segment Adjusted EBITDA was a loss of ($0.8) million compared to a loss of ($0.4) million in the prior year period. WebMD's offline professional medical reference and textbook publication business was sold on December 31, 2007 and is reflected as a discontinued operation in the Company's financial statements for prior periods.
The strength of the WebMD brand continues to expand. WebMD the Magazine is now the third most highly read health magazine, behind only Prevention and Men's Health, according to the 2008 MARS OTC/DTC national media and marketing study released in April.
Investment in Auction Rate Securities
At March 31, 2008, WebMD held auction rate securities (ARS) with a face amount of $168.4 million. The types of ARS investments that WebMD owns are backed by student loans, 97% of which are guaranteed under the Federal Family Education Loan Program (FFELP), and all had credit ratings of AAA or Aaa when purchased. Since February, all auctions involving these securities have failed. The result of a failed auction is that these ARS continue to pay interest in accordance with their terms until the next successful auction; however liquidity will be limited until there is a successful auction or until such time as other markets for these ARS investments develop. It is uncertain when other markets will develop. WebMD has determined that the fair value of the ARS as of March 31, 2008 was $141 million. Accordingly, WebMD has recorded an impairment charge of $27.4 million related to a reduction in fair value of the Company's auction rate securities investments for the quarter ended March 31, 2008.
In addition to its ARS investments, WebMD has approximately $160 million in cash and cash equivalents at March 31, 2008.
Merger with HLTH
As previously announced, HLTH and WebMD entered into a definitive merger agreement on February 20, 2008. The agreement provided that HLTH will be merged into WebMD, with each outstanding share of HLTH common stock to be converted into 0.1979 shares of WebMD common stock and $6.89 in cash, subject to certain adjustments. Completion of the merger is conditioned upon, among other things, approval of the stockholders of both HLTH and WebMD. HLTH and WebMD currently expect to file a preliminary proxy statement/prospectus relating to the merger in the next few weeks and believe that would likely allow them to hold stockholder meetings in September to seek those approvals. However, the ability to schedule these meetings will depend on the timing for closing the sales of HLTH's ViPS and Porex businesses, at least one of which must be completed prior to closing the merger, as well as the timing for completion of SEC review of the proxy statement/prospectus. HLTH is currently in the process of selling the ViPS and Porex businesses, with potential purchasers nearing completion of their due diligence investigations.
Financial Guidance
As announced on April 23, 2008, WebMD currently expects 2008 revenue of $380 to $395 million, assuming the following distribution:
-- Approximately 73% from advertising and sponsorship, with revenue growth
of approximately 21% to 26% over 2007;
-- Approximately 23% from licensing of our private portal products, with
revenue growth of approximately 8% to 10% over 2007; and
-- Approximately 4% from publishing and content syndication revenues.
A schedule providing additional information is attached to this press release.
Analyst and Investor Conference Call
As previously announced, WebMD will hold a conference call with investors and analysts to discuss its first quarter results at 4:45 pm (eastern) today. The call can be accessed at www.wbmd.com (in the Investor Relations section). A replay of the audio webcast will be available at the same web address.
About WebMD
WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of HLTH Corporation (Nasdaq: HLTH).
The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theHeart.org.
This press release does not constitute an offer of any securities for sale. In connection with the proposed merger, HLTH and WebMD expect to file, with the SEC, a proxy statement/prospectus as part of a registration statement regarding the proposed transaction. Investors and security holders are urged to read the proxy statement/prospectus because it will contain important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents when filed by HLTH and WebMD with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com. Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the merger.
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: expectations regarding the market for WebMD's investments in auction rate securities (ARS); WebMD's future financial results and other measures of WebMD's future performance; market opportunities and WebMD's ability to capitalize on them; the benefits expected from new products or services and from other potential sources of additional revenue; the merger transaction between HLTH and WebMD (the "Merger Transaction"); and the potential sales transactions with respect to ViPS and Porex (the "Potential Sales Transactions"). These statements speak only as of the date of this press release, are based on WebMD's current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: changes in the markets for ARS; market acceptance of WebMD's products and services; WebMD's relationships with customers and strategic partners; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. In addition, there can be no assurances regarding: whether HLTH and WebMD will be able to complete the Merger Transaction or as to the timing of such transaction; or whether HLTH will be able to complete the Potential Sales Transactions or as to the timing or terms of such transactions. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.
This press release, and the accompanying tables, include both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as certain non-GAAP financial measures. The tables attached to this press release include reconciliations of these non-GAAP financial measures to GAAP financial measures. In addition, an "Explanation of Non-GAAP Financial Measures" is attached to this press release as Annex A.
WebMD(R), WebMD Health(R), Medscape(R), eMedicine(R), MedicineNet(R), RxList(R), Subimo(R), Medsite(R), The Little Blue Book(R) and Summex(R), are trademarks of WebMD Health Corp. or its subsidiaries.
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
Three Months Ended
March 31,
2008 2007
Revenue $81,682 $71,944
Costs and expenses:
Cost of operations 31,570 28,618
Sales and marketing 25,830 22,870
General and administrative 13,775 15,505
Impairment of auction rate securities 27,406 -
Depreciation and amortization 6,785 5,991
Interest income 3,453 1,985
Income (loss) from continuing operations
before income tax provision (20,231) 945
Income tax provision 3,104 210
Income (loss) from continuing operations (23,335) 735
Loss from discontinued operations,
net of tax - (29)
Net income (loss) $(23,335) $706
Basic income (loss) per common share:
Income (loss) from continuing operations $(0.40) $0.01
Loss from discontinued operations - (0.00)
Net Income (loss) $(0.40) $0.01
Diluted income (loss) per common share:
Income (loss) from continuing operations $(0.40) $0.01
Loss from discontinued operations - (0.00)
Net Income (loss) $(0.40) $0.01
Weighted-average shares outstanding used in
computing basic and diluted net income
(loss) per common share:
Basic 57,636 56,976
Diluted 57,636 59,630
WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
Three Months Ended
March 31,
2008 2007
Revenue
Online Services:
Advertising and sponsorship $56,065 $47,421
Licensing 21,923 20,115
Content syndication and other 417 884
Total Online Services 78,405 68,420
Publishing and Other Services 3,277 3,524
$81,682 $71,944
Earnings (loss) before interest, taxes,
depreciation, amortization and other
non-cash items ("Adjusted EBITDA") (a)
Online Services $16,531 $12,992
Publishing and Other Services (754) (358)
15,777 12,634
Adjusted EBITDA per basic common
share $0.27 $0.22
Adjusted EBITDA per diluted common
share ( c ) $0.27 $0.21
Interest, taxes, depreciation, amortization
and other non-cash items (b)
Interest income 3,453 1,985
Depreciation and amortization (6,785) (5,991)
Non-cash advertising (1,558) (2,320)
Non-cash stock-based compensation (3,712) (5,363)
Impairment of auction rate securities (27,406) -
Income tax provision (3,104) (210)
Income (loss) from continuing operations (23,335) 735
Loss from discontinued operations,
net of tax - (29)
Net income (loss) $(23,335) $706
Basic income (loss) per common share:
Income (loss) from continuing
operations $(0.40) $0.01
Loss from discontinued operations - (0.00)
Net Income (loss) $(0.40) $0.01
Diluted income (loss) per common share:
Income (loss) from continuing
operations $(0.40) $0.01
Loss from discontinued operations - (0.00)
Net Income (loss) $(0.40) $0.01
Weighted-average shares outstanding
used in computing basic and diluted net
income (loss) per common share:
Basic 57,636 56,976
Diluted 57,636 59,630
(a) See Annex A - Explanation of Non-GAAP Financial Measures
(b) Reconciliation of Adjusted EBITDA to net income (loss)
(c) Three months ended March 31, 2008 Adjusted EBITDA per share is
calculated based on 59,145 diluted shares.
WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
March 31, December 31,
2008 2007
ASSETS
Current assets:
Cash and cash equivalents $159,831 $213,753
Marketable securities 141,044 80,900
Accounts receivable, net 73,861 86,081
Current portion of prepaid
advertising 2,275 2,329
Due from HLTH - 1,153
Other current assets 8,837 10,840
Total current assets 385,848 395,056
Property and equipment, net 46,995 48,589
Prepaid advertising 3,017 4,521
Goodwill 221,429 221,429
Intangible assets, net 33,766 36,314
Other assets 10,889 12,955
$701,944 $718,864
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $16,731 $26,498
Deferred revenue 88,114 76,401
Due to HLTH 207 -
Total current liabilities 105,052 102,899
Other long-term liabilities 9,033 9,210
Stockholders' equity 587,859 606,755
$701,944 $718,864
WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Year Ended
March 31,
2008 2007
Cash flows from operating activities:
Net income (loss) $(23,335) $706
Adjustments to reconcile net income to
net cash provided by operating activities:
Loss from discontinued operations, net
of tax - 29
Depreciation and amortization 6,785 5,991
Non-cash advertising 1,558 2,320
Non-cash stock-based compensation 3,712 5,363
Deferred income taxes 2,415 78
Impairment of auction rate securities 27,406 -
Changes in operating assets and
liabilities:
Accounts receivable 12,220 2,185
Other assets (164) (66)
Accrued expenses and other
long-term liabilities (8,949) (11,545)
Due to HLTH 1,329 228
Deferred revenue 11,714 7,678
Net cash provided by
continuing operations 34,691 12,967
Net cash provided by
discontinued operations - 54
Net cash provided by
operating activities 34,691 13,021
Cash flows from investing activities:
Proceeds from maturities and sales
of available-for-sale securities 40,350 28,122
Purchases of available-for-sale
securities (127,900) (48,632)
Purchases of property and equipment (2,637) (4,762)
Cash received from sale of business,
net of fees 985 -
Net cash used in investing
activities (89,202) (25,272)
Cash flows from financing activities:
Proceeds from issuance of common stock 589 4,458
Net cash transfers with HLTH - 145,257
Net cash provided by
financing activities 589 149,715
Net (decrease) increase in cash and
cash equivalents (53,922) 137,464
Cash and cash equivalents at beginning of
period 213,753 44,660
Cash and cash equivalents at end of period $159,831 $182,124
FINANCIAL GUIDANCE SUMMARY
2008 Financial Guidance
(in millions, except per share amounts)
Year Ended
December 31, 2008
Range
Revenue $380.0 $395.0
Earnings before interest, taxes,
depreciation, amortization and
other non-cash items ("Adjusted
EBITDA") (a) $97.5 $107.5
Adjusted EBITDA per diluted common
share $1.57 $1.73
Interest, taxes, depreciation,
amortization and other non-cash
items (b)
Interest income $10.0 $11.0
Depreciation and amortization $(31.0) $(29.0)
Non-cash advertising $(5.0) $(5.0)
Non-cash stock-based compensation $(22.0) $(21.0)
Impairment of auction rate
securities $(27.4) $(27.4)
Income tax provision (c) $(20.0) $(26.0)
Net income $2.1 $10.1
Net income per common share:
Basic $0.04 $0.17
Diluted $0.03 $0.16
Net income, excluding impairment
of auction rate securities of
($27.4) (d) $29.5 $37.5
Net income per common share,
excluding impairment of auction
rate securities
Basic $0.50 $0.64
Diluted $0.48 $0.60
Weighted-average shares
outstanding used in computing net
income per common share:
Basic 59.0 59.0
Diluted 62.0 62.0
Notes:
(a) See Annex A - Explanation of Non-GAAP Financial Measures
(b) Reconciliation of Adjusted EBITDA to net income
(c) Income tax rate for Q2 to Q4 2008 is estimated to be
approximately 41% of pretax income. The income tax provision excludes
any benefit relating to any reversal in 2008 of the valuation
allowance against deferred tax assets.
(d) Impairment of auction rate securities recorded in Q1 2008.
Additional Information
-- Quarterly distribution of revenue is estimated to be approximately
$81.7 in Q1, $88 to $90 in Q2, $100 to $104 in Q3 and $110 to $119 in
Q4
-- Adjusted EBITDA as a percentage of revenue is estimated to be
approximately 19% in Q1, 22% to 23% in Q2, 27% to 28% in Q3 and 32% to
35% in Q4
-- Net Income (loss) as a percentage of revenue is estimated to be
approximately (29.0%) in Q1, 6.0% to 7.0% in Q2, 9.0% to 11.0% in Q3
and 10.0% to 14.0% in Q4
ANNEX A
Explanation of Non-GAAP Financial Measures
(All dollar amounts in thousands)
The accompanying WebMD Health Corp. press release and financial tables include both financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures represent earnings before interest, taxes, depreciation, amortization and other non-cash items (which we refer to as "Adjusted EBITDA") and related per share amounts. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, "income (loss) from continuing operations" calculated in accordance with GAAP. The tables attached to the accompanying press release include reconciliations of non-GAAP financial measures to GAAP financial measures.
Adjusted EBITDA is used by WebMD's management as an additional measure of WebMD's overall performance and its reporting segments' performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help WebMD's management identify additional trends in WebMD's and its reporting segments' financial results that may not be shown solely by period-to-period comparisons of income (loss) from continuing operations. In addition, WebMD uses Adjusted EBITDA in the incentive compensation programs applicable to many of its employees in order to evaluate WebMD's performance. WebMD management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in income (loss) from continuing operations, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to net income (loss) from continuing operations that accompany our press releases containing non-GAAP financial measures, including the reconciliations contained in the tables attached to the accompanying press release.
WebMD believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of WebMD's results for reasons similar to the reasons why WebMD's management finds it useful and because it helps facilitate investor understanding of decisions made by WebMD's management in light of the performance metrics used in making those decisions. In addition, as more fully described below, WebMD believes that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to income (loss) from continuing operations, helps investors make comparisons between WebMD and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is intended to provide a supplemental way of comparing WebMD with other public companies and is not intended as a substitute for comparisons based on "income (loss) from continuing operations" or "net income" calculated in accordance with GAAP. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules.
The following is an explanation of the items excluded by WebMD from Adjusted EBITDA but included in income (loss) from continuing operations:
-- Depreciation and Amortization. Depreciation and amortization expense
is a non-cash expense relating to capital expenditures and intangible
assets arising from acquisitions that are expensed on a straight-line
basis over the estimated useful life of the related assets. WebMD
excludes depreciation and amortization expense from Adjusted EBITDA
because it believes (i) the amount of such expenses in any specific
period may not directly correlate to the underlying performance of
WebMD's business operations and (ii) such expenses can vary
significantly between periods as a result of new acquisitions and full
amortization of previously acquired tangible and intangible assets.
Accordingly, WebMD believes this exclusion assists management and
investors in making period-to-period comparisons of operating
performance. Investors should note that use of tangible and intangible
assets contributed to revenue in the periods presented and will
contribute to future revenue generation and should also note that such
expenses will recur in future periods.
-- Stock-Based Compensation Expense. Stock-based compensation expense is
a non-cash expense arising from the grant of stock-based awards to
employees. WebMD believes that excluding the effect of stock-based
compensation from Adjusted EBITDA assists management and investors in
making period-to-period comparisons in its operating performance
because it believes (i) the amount of such expenses in any specific
period may not directly correlate to the underlying performance of
WebMD's business operations and (ii) such expenses can vary
significantly between periods as a result of the timing of grants of
new stock-based awards, including grants in connection with
acquisitions. Additionally, WebMD believes that excluding stock-based
compensation from Adjusted EBITDA assists management and investors in
making meaningful comparisons between WebMD's operating performance and
the operating performance of other companies that may use different
forms of employee compensation or different valuation methodologies for
their stock-based compensation. Investors should note that stock-based
compensation is a key incentive offered to employees whose efforts
contributed to the operating results in the periods presented and are
expected to contribute to operating results in future periods.
Investors should also note that such expenses will recur in the future.
Stock-based compensation expenses included in the Statement of
Operations are summarized as follows:
Three Months Ended
March 31,
2008 2007
Non-cash stock-based compensation
included in:
Cost of operations $(1,119) $(1,578)
Sales and marketing $(1,138) $(1,258)
General and administrative $(1,455) $(2,527)
-- Non-Cash Advertising Expense. This expense relates to the usage of
non-cash advertising obtained from News Corporation ("Newscorp") in
exchange for equity securities issued by our parent, HLTH Corporation
in 2000. The advertising is available only on various Newscorp
properties, primarily its television network and cable channels without
any cash cost to WebMD. The amount of advertising that can be used in
any year is subject to annual contractual limitation and expires in
2009. WebMD does not incur any other cash expenses related to airing of
television advertising. WebMD excludes this expense from Adjusted
EBITDA (i) because it is a non-cash expense, (ii) because it is
incremental to other non-television cash advertising expense that WebMD
otherwise incurs, (iii) because WebMD has not and believes it will not
incur cash expenses relating to television advertising in the future
and (iv) to assist management and investors in comparing its operating
results over multiple periods. Investors should note that it is likely
that WebMD derives some benefit from such advertising and that such
expenses will recur in the future. Non-cash advertising expenses
included in the Consolidated Statement of Operations in Sales and
Marketing expense were $1,558 and $2,320 for the three months ended
March 31, 2008 and 2007, respectively.
-- Interest Income. Interest income is associated with the level of
marketable debt securities and other interest bearing accounts in which
WebMD invests. Interest income varies over time due to varying levels
of securities available for investment. Transactions that WebMD has
entered into in recent periods that have impacted securities available
for investment include the initial public offering of equity in WebMD
and acquisitions of other companies for varying amounts of cash since
our initial public offering. Additional financing transactions as well
as potential acquisitions that WebMD may enter into in the future could
impact the levels and timing of securities available for investment.
WebMD excludes interest income from Adjusted EBITDA (i) because it is
not directly attributable to the performance of WebMD's business
operations and, accordingly, its exclusion assists management and
investors in making period-to-period comparisons of operating
performance and (ii) to assist management and investors in making
comparisons to companies with different capital structures. Investors
should note that interest income will recur in future periods.
-- Income Tax Provision. WebMD had a net operating loss (NOL)
carryforward of approximately $270,000 as of the year ended December
31, 2007. WebMD maintained a full valuation allowance on these NOL
carryforwards until the fourth quarter of 2007, at which time a portion
of the valuation allowance was reversed after consideration of the
relevant factors. The related valuation allowances are either reversed
through the income statement, additional paid-in capital, or reversed
to goodwill, to the extent those tax benefits were acquired through
business combinations. The timing of such reversals has not been
consistent and as a result, WebMD's income tax expense can fluctuate
significantly from period to period in a manner not directly related to
WebMD's operating performance. WebMD excludes the income tax provision
from Adjusted EBITDA (i) because it believes that the income tax
provision is not directly attributable to the underlying performance of
WebMD's business operations and, accordingly, its exclusion assists
management and investors in making period-to-period comparisons of
operating performance and (ii) to assist management and investors in
making comparisons to companies with different tax attributes.
Investors should note that income tax provision will recur in future
periods.
-- Other Items. WebMD engages in other activities and transactions that
can impact WebMD's overall income (loss) from continuing operations.
WebMD excludes these other items from Adjusted EBITDA when it believes
these activities or transactions are not directly attributable to the
performance of WebMD's business operations and, accordingly, their
exclusion would assists management and investors in making
period-to-period comparisons of operating performance. Investors
should note that these other items may recur in future periods. In the
accompanying press release and financial tables, WebMD has excluded
loss on the impairment of auction rate securities from Adjusted EBITDA.
SOURCE WebMD Health Corp.
http://www.webmd.com
Tags: accounting acquisition advertising business ceo cme conference debt earnings ebitda education equity family financial results financial summary gaap grants health healthcare information technology internet investment law magazine market marketing medical men merger nasdaq note online otc physicians president products property public offering publishing rates revenue sales schedule sec securities security tax taxes television traffic web
HLTH Reports Receipt of Letter - Zibb.com
ELMWOOD PARK, N.J., June 19, 2008 /PRNewswire-FirstCall via COMTEX/ --
HLTH Corporation (Nasdaq: HLTH) today announced that, on June 18, 2008, HLTH received a letter from a law firm purporting to represent certain purported holders of HLTH's 3 1/8% Convertible Notes due 2025 enclosing a purported "notice of default." The letter, which was also sent to the Indenture Trustee, expresses the view that a default under the Indenture for the Notes has occurred because of (1) HLTH's stated intention not to issue a change-of-control notice to the Notes' holders in connection with the proposed HLTH-WebMD Health Corp. merger, and (2) HLTH's stated intention not to adjust the Notes' conversion rate under Section 10.06(c) of the Indenture following the proposed merger.
HLTH believes that the "notice of default" is without merit and defective because, among other reasons, the proposed merger will not constitute a change of control under the Indenture and the proposed merger will not trigger a conversion-rate adjustment under Section 10.06(c) of the Indenture. Under the HLTH-WebMD Merger Agreement, at the effective time of the merger, WebMD will assume the obligations of HLTH under the Indenture.
About HLTH
HLTH Corporation (Nasdaq: HLTH) owns 84% of WebMD Health Corp. (Nasdaq: WBMD). WebMD is the leading provider of health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. HLTH also owns Porex, a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.
This press release does not constitute an offer of any securities for sale. In connection with the proposed merger, HLTH and WebMD expect to file, with the SEC, a proxy statement/prospectus as part of a registration statement regarding the proposed transaction. Investors and security holders are urged to read the proxy statement/prospectus because it will contain important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents when filed by HLTH and WebMD with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com. Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the merger.
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: the merger transaction between HLTH and WebMD (the "Merger Transaction"). These statements speak only as of the date of this press release, are based on HLTH's current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries. Further information about these matters can be found in our Securities and Exchange Commission filings. In addition, there can be no assurances: regarding whether HLTH will be able to complete the Merger Transaction or as to the timing of such transaction. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.
WebMD(R), WebMD Health(R), POREX(R) and ViPS(SM) are trademarks of HLTH Corporation or its subsidiaries.
SOURCE HLTH Corporation
http://www.hlth.com
Tags: consumer distributor health healthcare industrial information technology internet investment law manufacturer merger nasdaq physicians plastics products securities security
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