NEW YORK, May 2, 2017 /PRNewswire/ -- WebMD Health Corp.
(NASDAQ: WBMD), the leading source of health information, today
announced financial results for the three months ended March 31, 2017.
"As expected, our first quarter results were below last year's
reflecting a more challenging macro environment for many of our
biopharma customers and disappointing sales in 2016 in our Health
Services business," said Dr. Steven
Zatz, CEO of WebMD. "We remain focused on restoring WebMD's
growth by providing the highest-quality health content, guidance
and tools for both consumers and healthcare professionals, as well
as delivering superior results for our advertisers and value for
our shareholders."
Financial Highlights
For the three months ended
March 31, 2017:
- Revenue was $154.1 milllion,
compared to $158.6 million in the
prior year period, a decrease of 3%. Advertising and sponsorship
revenue was $121.5 million, compared
to $122.4 million in the prior year
period. Health services revenue was $24.5
million, compared to $28.3
million in the prior year period. Information services
revenue was $8.0 million, compared to
$7.9 million in the prior year
period.
- Net income was $12.3 million or
$0.30 per diluted share, compared to
$15.7 million or $0.36 per diluted share in the prior year
period.
- Earnings before interest, taxes, non-cash and other items
("Adjusted EBITDA") was $41.0
million, or 26.6% of revenue, compared to $47.1 million, or 29.7% of revenue, in the prior
year period.
Balance Sheet Highlights
As of March 31, 2017, WebMD had: approximately
$1.034 billion in cash and
investments; $1.06 billion in
aggregate principal amount of convertible notes outstanding; and
approximately 37.8 million shares of its common stock outstanding
(including approximately 700 thousand unvested shares of restricted
stock).
During the first quarter, WebMD did not repurchase any shares of
its common stock under its stock repurchase program. As of
March 31, 2017, approximately
$45.6 million remained available for
repurchases under WebMD's stock repurchase program. Under its stock
repurchase program, WebMD may repurchase shares from time to time
in the open market, through block trades or in private
transactions, depending on market conditions and other factors.
Financial Guidance
Today, WebMD reaffirmed its
guidance for 2017 that was previously provided on February 16, 2017.
For the full year ending December 31,
2017, WebMD continues to expect:
- Revenue to be approximately $710 million
to $730 million, an increase of 1% to 4% from the prior
year.
-
- $580 million to $598 million of
revenue is expected to be from advertising and sponsorship, an
increase of 3% to 7% from the prior year. Advertising and
sponsorship from biopharma customers is expected to grow 2% to 5%.
Advertising and sponsorship from OTC, CPG and other customers is
expected to grow 8% to 11%.
- $99 million to $100 million of
revenue is expected to be from health services, compared to
$113.9 million in 2016.
- $31 million to $32 million of
revenue is expected to be from information services, compared to
$29.8 million in 2016.
- Net income to be approximately $89.0
million to $98.0 million, or $1.97 to
$2.10 per diluted share, compared to $91.3 million, or $1.97 per diluted share, in 2016.
- Adjusted EBITDA to be approximately $233
million to $243 million, an increase of 1% to 5% from the
prior year. Adjusted EBITDA, as a percentage of revenue, to be
approximately 32.8% to 33.3%, compared to 32.7% in the prior
year.
Dr. Zatz continued, "Our first quarter results were at the high
end of our financial guidance provided in February and we are
reaffirming our 2017 guidance today. We have considered the near
term pressures facing many of our biopharma customers in our
financial guidance; however, we believe a strong drug pipeline, the
continued shift toward digital advertising and the increased
consumerization of healthcare present longer-term growth
opportunities for WebMD across all areas of our
business."
For the second quarter of 2017, WebMD expects:
- Revenue to be approximately $170 million
to $173 million, an increase of approximately 1% to 3% from
the prior year period.
- Net income to be approximately $16.9
million to $18.5 million, a decrease of approximately 5% to
an increase of approximately 4% from the prior year period.
- Adjusted EBITDA to be approximately $49
million to $51 million, a decrease of approximately 2% to an
increase of approximately 2% from the prior year period.
A schedule summarizing the Company's financial guidance is
attached to this press release.
Analyst and Investor Conference Call
WebMD will hold a
conference call with investors and analysts at 4:45 p.m. (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, mobile
platforms and health-focused publications.
The WebMD Health Network includes WebMD.com, Medscape.com,
MedicineNet.com, eMedicineHealth.com, RxList.com, OnHealth.com,
Medscape Education (Medscape.org) and other WebMD owned sites and
apps.
*****************************
All statements contained in this press release and the
related analyst and investor conference call, other than statements
of historical fact, are forward-looking statements, including those
regarding: explorations of possible transactions and other
strategic alternatives; guidance on our future financial
results and other projections or measures of our future
performance; market opportunities or momentum and our ability to
capitalize on them; and the benefits expected from new or expected
contracts with customers, from new or updated products or services
and from other potential sources of additional revenue. These
statements speak only as of the date of this press release, are
based on our 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: the nature and timing of any possible
transaction or other strategic alternative or of any potential
benefits from any such transaction or other alternative; market
acceptance of our products and services; our relationships with
customers and other factors affecting their use of our services and
the timing of entry into and implementation of specific contracts
with customers, including regulatory matters affecting their
products and services; our ability to deploy new or updated
services and to create new or enhanced revenue streams from those
services; our ability to attract and retain qualified personnel;
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 Securities and Exchange Commission
filings and this press release is intended to be read in
conjunction with information contained in those filings. 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®, Medscape®, CME Circle®, Medpulse®, eMedicine®,
MedicineNet®, theheart.org® and RxList® are among the 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,
|
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
$
154,058
|
|
$
158,553
|
|
Cost of
operations
|
|
|
63,501
|
|
62,513
|
|
Sales and
marketing
|
|
|
36,008
|
|
33,756
|
|
General and
administrative
|
|
|
22,619
|
|
23,756
|
|
Depreciation and
amortization
|
|
|
7,061
|
|
7,487
|
|
Interest
income
|
|
|
1,953
|
|
206
|
|
Interest
expense
|
|
|
7,066
|
|
5,100
|
|
Other
expense
|
|
262
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income
tax provision
|
|
19,494
|
|
26,147
|
|
Income tax
provision
|
|
7,161
|
|
10,429
|
|
Net income
|
|
$
12,333
|
|
$
15,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common
share:
|
|
|
|
|
|
Basic
|
|
$
0.33
|
|
$
0.42
|
|
Diluted
|
|
$
0.30
|
|
$
0.36
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares outstanding used in
|
|
|
|
|
|
computing income per
common share:
|
|
|
|
|
|
Basic
|
|
36,866
|
|
37,267
|
|
Diluted
|
|
49,828
|
|
52,335
|
|
WEBMD HEALTH
CORP.
|
CONSOLIDATED
SUPPLEMENTAL FINANCIAL INFORMATION
|
(In thousands,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
2017
|
|
2016
|
|
Revenue
|
|
|
|
|
|
Advertising and
sponsorship
|
|
|
|
|
|
Biopharma and medical
device
|
|
$
89,480
|
|
$
88,685
|
|
OTC, CPG and
other
|
|
31,998
|
|
33,754
|
|
|
|
|
|
121,478
|
|
122,439
|
|
Health
services
|
|
24,539
|
|
28,255
|
|
Information
services
|
|
8,041
|
|
7,859
|
|
|
|
|
|
$
154,058
|
|
$
158,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
12,333
|
|
$
15,718
|
|
|
|
|
|
|
|
|
|
Interest, taxes,
non-cash and other items (a)
|
|
|
|
|
|
Interest
income
|
|
(1,953)
|
|
(206)
|
|
Interest
expense
|
|
7,066
|
|
5,100
|
|
Income tax
provision
|
|
7,161
|
|
10,429
|
|
Depreciation and
amortization
|
|
7,061
|
|
7,487
|
|
Non-cash stock-based
compensation
|
|
9,023
|
|
8,528
|
|
Other
expense
|
|
262
|
|
-
|
|
|
|
|
|
|
|
|
|
Earnings before
interest, taxes, non-cash
|
|
|
|
|
|
and other items
("Adjusted EBITDA") (b)
|
|
$
40,953
|
|
$
47,056
|
|
|
|
|
|
|
|
|
|
(a)
Reconciliation of net income to Adjusted
EBITDA.
|
|
|
|
|
|
(b)
See Annex A-Explanation of Non-GAAP
Financial Measures.
|
|
|
|
WEBMD HEALTH
CORP.
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December
31,
|
|
|
|
2017
|
|
2016
|
|
|
|
(unaudited)
|
|
|
Assets
|
|
|
|
|
Cash and cash
equivalents
|
|
$
88,567
|
|
$
492,424
|
Accounts receivable,
net
|
|
158,228
|
|
179,454
|
Investments
|
|
945,885
|
|
498,500
|
Prepaid expenses and
other current assets
|
|
21,381
|
|
15,294
|
|
Total current
assets
|
|
1,214,061
|
|
1,185,672
|
|
|
|
|
|
|
Property and
equipment, net
|
|
81,870
|
|
83,296
|
Goodwill
|
|
202,980
|
|
202,980
|
Intangible assets,
net
|
|
7,124
|
|
7,774
|
Deferred tax assets,
net
|
|
212,690
|
|
14,544
|
Other
assets
|
|
7,382
|
|
6,920
|
Total
Assets
|
|
$
1,726,107
|
|
$
1,501,186
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
Accrued
expenses
|
|
$
56,082
|
|
$
78,597
|
Deferred
revenue
|
|
123,411
|
|
105,310
|
2.50% convertible
notes due 2018, net
|
|
398,512
|
|
-
|
|
Total current
liabilities
|
|
578,005
|
|
183,907
|
|
|
|
|
|
|
2.50% convertible
notes due 2018, net
|
|
-
|
|
398,066
|
1.50% convertible
notes due 2020, net
|
|
295,724
|
|
295,432
|
2.625% convertible
notes due 2023, net
|
|
351,531
|
|
351,190
|
Other long-term
liabilities
|
|
28,067
|
|
28,731
|
|
|
|
|
|
|
Stockholders'
equity
|
|
472,780
|
|
243,860
|
|
|
|
|
|
|
Total Liabilities and
Stockholders' Equity
|
|
$
1,726,107
|
|
$
1,501,186
|
WEBMD HEALTH
CORP.
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
(In thousands,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2017
|
|
2016
|
Cash flows from
operating activities:
|
|
|
|
|
|
Net income
|
|
$
12,333
|
|
$
15,718
|
|
Adjustments to
reconcile net income to net cash provided by
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
7,061
|
|
7,487
|
|
|
Non-cash interest,
net
|
|
1,079
|
|
897
|
|
|
Non-cash stock-based
compensation
|
|
9,023
|
|
8,528
|
|
|
Deferred income
taxes
|
|
6,621
|
|
9,074
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
21,226
|
|
(3,070)
|
|
|
|
Prepaid expenses and
other, net
|
|
(7,850)
|
|
1,731
|
|
|
|
Accrued expenses and
other long-term liabilities
|
|
(22,722)
|
|
(20,147)
|
|
|
|
Deferred
revenue
|
|
18,101
|
|
13,598
|
|
|
|
|
Net cash provided by
operating activities
|
|
44,872
|
|
33,816
|
|
|
|
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
Purchases of property
and equipment
|
|
(5,427)
|
|
(9,229)
|
|
Purchases of
investments
|
|
(446,042)
|
|
-
|
|
Partial redemption of
cost-method investment
|
|
-
|
|
526
|
|
|
|
|
Net cash used in
investing activities
|
|
(451,469)
|
|
(8,703)
|
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
Proceeds from
exercise of stock options
|
|
6,604
|
|
30,165
|
|
Cash used for
withholding taxes due on stock-based awards
|
|
(3,864)
|
|
(890)
|
|
Maturity of
convertible notes
|
|
-
|
|
(102,682)
|
|
|
|
|
Net cash provided by
(used in) financing activities
|
|
2,740
|
|
(73,407)
|
Net decrease in cash
and cash equivalents
|
|
(403,857)
|
|
(48,294)
|
Cash and cash
equivalents at beginning of period
|
|
492,424
|
|
641,165
|
Cash and cash
equivalents at end of period
|
|
$
88,567
|
|
$
592,871
|
WEBMD HEALTH
CORP.
|
NET INCOME PER COMMON
SHARE
|
(In thousands,
except per share data, unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
March 31,
|
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
Net income –
Basic
|
|
$
12,333
|
|
$
15,718
|
|
|
Interest expense on
1.50% convertible notes, net of tax
|
|
878
|
|
878
|
|
|
Interest expense on
2.50% convertible notes, net of tax
|
|
1,827
|
|
1,827
|
|
|
Interest expense on
2.25% convertible notes, net of tax
|
|
-
|
|
457
|
|
Net income –
Diluted
|
|
$
15,038
|
|
$
18,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
Weighted-average
shares – Basic
|
|
36,866
|
|
37,267
|
|
|
Stock options and
restricted stock
|
|
1,007
|
|
1,755
|
|
|
1.50% convertible
notes
|
|
5,721
|
|
5,694
|
|
|
2.50% convertible
notes
|
|
6,234
|
|
6,205
|
|
|
2.25% convertible
notes
|
|
-
|
|
1,414
|
|
Adjusted
weighted-average shares after assumed conversions –
Diluted
|
|
49,828
|
|
52,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common
share:
|
|
|
|
|
|
|
Basic
|
|
$
0.33
|
|
$
0.42
|
|
|
Diluted
|
|
$
0.30
|
|
$
0.36
|
WEBMD HEALTH
CORP.
|
FINANCIAL GUIDANCE
FOR THE YEAR ENDING DECEMBER 31, 2017
|
(In millions, except
per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
Guidance
Range
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
Advertising and
sponsorship
|
|
|
|
|
|
|
|
|
Biopharma and medical
device
|
|
$
437.0
|
|
$
450.0
|
|
|
|
|
OTC, CPG and
other
|
|
143.0
|
|
148.0
|
|
|
|
|
|
|
580.0
|
|
598.0
|
|
|
|
|
Health
services
|
|
99.0
|
|
100.0
|
|
|
|
|
Information
services
|
|
31.0
|
|
32.0
|
|
|
|
|
|
|
$
710.0
|
|
$
730.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
89.0
|
|
$
98.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest, taxes,
non-cash and other items (a)
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
21.0
|
|
21.0
|
|
|
|
|
Income tax provision
(d)
|
|
53.7
|
|
59.7
|
|
|
|
|
Depreciation and
amortization
|
|
32.0
|
|
30.0
|
|
|
|
|
Non-cash stock-based
compensation
|
|
37.0
|
|
34.0
|
|
|
|
|
Other
expense
|
|
0.3
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before
interest, taxes, non-cash and other items ("Adjusted EBITDA")
(b)
|
|
$
233.0
|
|
$
243.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per
share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
2.41
|
|
$
2.61
|
|
|
|
|
Diluted (c)
|
|
$
1.97
|
|
$
2.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of income
per share:
|
|
|
|
|
|
|
|
|
Net income (numerator
for basic income per share)
|
|
$
89.0
|
|
$
98.0
|
|
|
|
|
Add-back of interest
expense, net of tax, related to:
|
|
|
|
|
|
|
|
|
1.50%
convertible notes
|
|
3.5
|
|
3.5
|
|
|
|
|
2.50%
convertible notes
|
|
7.3
|
|
7.3
|
|
|
|
|
2.625%
convertible notes
|
|
6.7
|
|
6.7
|
|
|
|
|
Numerator for diluted
income per share
|
|
$
106.5
|
|
$
115.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding (denominator for basic income per
share)
|
|
37.0
|
|
37.5
|
|
|
|
|
Stock options and
restricted stock
|
|
1.0
|
|
1.5
|
|
|
|
|
Weighted average
shares issuable upon conversion of:
|
|
|
|
|
|
|
|
|
1.50%
convertible notes
|
|
5.7
|
|
5.7
|
|
|
|
|
2.50%
convertible notes
|
|
6.2
|
|
6.2
|
|
|
|
|
2.625%
convertible notes
|
|
4.2
|
|
4.2
|
|
|
|
|
Denominator for
diluted income per share
|
|
54.1
|
|
55.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Reconciliation of
net income to Adjusted EBITDA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) See Annex A -
Explanation of Non-GAAP Financial Measures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) See Supplemental
2017 Guidance for Income Per Share Calculation below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
The income tax provision included in the
2017 financial guidance excludes any adjustments for excess tax
benefits,
|
|
|
|
|
except for actual
activity for the year-to-date period ended March 31, 2017, because
such adjustments will be
|
|
|
|
|
based on actual
exercise or settlement activity of stock-based awards in future
periods,
which cannot be estimated at this time.
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
information regarding forecast for the quarter ending June 30,
2017:
|
|
|
|
|
- Revenue is forecasted to be between $170 million to
$173 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Revenue distribution is forecasted to be:
approximately 62.5% from Advertising and sponsorship - Biopharma
and
medical device; 19% from Advertising and sponsorship - OTC, CPG and
other; 14% from Health services; and 4.5 %
from Information services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Net income is forecasted to be between $16.9 million
to $18.5 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Adjusted EBITDA is forecasted to be between $49
million to $51 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- In calculating Adjusted EBITDA, the Company excluded
the following expense items that are included in the calculation of
Net Income: interest expense, net of $5.2 million; depreciation and
amortization of $7.6 to $7.4 million; non-cash stock-based
compensation of $9.0 to $8.6 million; and income tax provision of
$10.3 to $11.3 million. See Annex A - Explanation of Non-GAAP
Financial Measures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above guidance
does not include the impact if any, of future deployment of capital
for items such as share repurchases, convertible note repurchases or acquisitions, gains or losses
from discontinued operations, other non-recurring, one-time or
unusual items or the impact, if any, of
the Board of Directors' review of potential strategic
alternatives.
|
|
|
|
|
|
|
|
|
WEBMD HEALTH
CORP.
|
SUPPLEMENTAL 2017
GUIDANCE FOR INCOME PER SHARE CALCULATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on the
Company's Financial Guidance for the Year Ending December 31, 2017,
the 1.50% convertible notes, the 2.50% convertible notes
and the 2.625% convertible notes are
expected to be dilutive to net income on both the low end and high
end of the full year guidance range. Additionally, the 1.50% convertible notes, the 2.50%
convertible notes and the 2.625% convertible notes may be dilutive
in certain future quarters, depending on
the amount of net income for such quarter. The following
table contains the approximate level of net income for an
individual future quarter and for the
full year 2017 at which each of the series of convertible notes
would become dilutive to income per share. To the extent
this net income is exceeded for any such
period, the table also includes the amounts by which the numerator
and denominator should each be adjusted
for purposes of the diluted income per share
calculation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly
Amounts
|
|
Annual
Amounts
|
|
All amounts in
millions
|
1.50%
Convertible
Notes
|
|
2.50%
Convertible
Notes
|
|
2.625%
Convertible
Notes
|
|
1.50%
Convertible
Notes
|
|
2.50%
Convertible
Notes
|
|
2.625%
Convertible
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate net
income at which
convertible notes become dilutive (a)
|
$
5.8
|
|
$
11.9
|
|
$
17.5
|
|
$
23.3
|
|
$
47.7
|
|
$
69.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
of tax to add-back to
net income (numerator)
|
$
0.9
|
|
$
1.8
|
|
$
1.7
|
|
$
3.5
|
|
$
7.3
|
|
$
6.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional shares to
include in weighted-
average diluted share count (denominator)
|
5.7
|
|
6.2
|
|
4.2
|
|
5.7
|
|
6.2
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) These net
income amounts assume a weighted-average diluted share count
of 38.0 million shares attributable to common shares, stock
options
|
and restricted stock
(prior to the effect of convertible notes) and are subject to
change as such weighted-average share count changes for a given
quarter or annual period.
|
ANNEX A
Explanation of Non-GAAP Financial
Measures
The accompanying WebMD Health Corp. press release and
attachments 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"). Adjusted EBITDA
should be viewed as supplemental to, and not as an alternative for
net income or loss calculated in accordance with GAAP (referred to
below as "net income"). The attachments to the press release
include reconciliations of non-GAAP financial measures to GAAP
financial measures.
Adjusted EBITDA is used by our management as an additional
measure of our company's 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 our management identify additional trends in our company's
financial results that may not be shown solely by period-to-period
comparisons of net income. In addition, we may use Adjusted
EBITDA in the incentive compensation programs applicable to some of
our employees in order to evaluate our company's performance.
Our 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 net income, as
well as trends in those items. The amounts of those items are
set forth, for the applicable periods, in the reconciliations of
net income to Adjusted EBITDA that accompany our press releases and
disclosure documents containing non-GAAP financial measures,
including the reconciliations contained in the accompanying press
release attachments.
We believe that the presentation of Adjusted EBITDA is useful to
investors in their analysis of our results for reasons similar to
the reasons why our management finds it useful and because it helps
facilitate investor understanding of decisions made by management
in light of the performance metrics used in making those
decisions. In addition, as more fully described below, we
believe that providing Adjusted EBITDA, together with a
reconciliation of net income to Adjusted EBITDA, helps investors
make comparisons between our company 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 our
company with other public companies and is not intended as a
substitute for comparisons based on net income. 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 us from
Adjusted EBITDA but included in net income:
- 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. We exclude depreciation and
amortization expense from Adjusted EBITDA because we believe that
(i) the amount of such expenses in any specific period may not
directly correlate to the underlying performance of our 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, we
believe that 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. We believe that excluding the
effect of stock-based compensation from Adjusted EBITDA assists
management and investors in making period-to-period comparisons in
our company's operating performance because (i) the amount of such
expenses in any specific period may not directly correlate to the
underlying performance of our 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, we believe that
excluding stock-based compensation from Adjusted EBITDA assists
management and investors in making meaningful comparisons between
our company'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
Consolidated Statement of Operations are summarized as
follows:
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
|
|
|
2017
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash stock-based
compensation included in:
|
|
|
|
|
|
|
|
Cost of
operations
|
|
$
1,576
|
$
1,290
|
|
|
|
|
|
Sales and
marketing
|
|
$
1,777
|
$
1,562
|
|
|
|
|
|
General and
administrative
|
|
$
5,670
|
$
5,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Interest Income and Expense. Interest income is
associated with the level of marketable debt securities and other
interest bearing accounts in which we invest, and interest expense
is related to our company's capital structure (including non-cash
interest expense relating to our convertible notes). Interest
income and expense varies over time due to a variety of financing
transactions and due to acquisitions and divestitures that we have
entered into or may enter into in the future. We have, in the past,
issued convertible debentures, repurchased shares in cash tender
offers and repurchased shares and convertible debentures through
other repurchase transactions, and completed the divestiture of
certain businesses. We exclude interest income and interest expense
from Adjusted EBITDA (i) because these items are not directly
attributable to the performance of our 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. The
following provides detail regarding the components of interest
expense of our convertible notes:
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
|
|
2017
|
2016
|
|
|
|
|
|
|
|
|
|
|
Non-cash interest
expense
|
|
|
|
|
|
|
2.25% Convertible
Notes
|
|
$
|
—
|
$
|
159
|
|
|
|
|
2.50% Convertible
Notes
|
|
$
|
446
|
$
|
446
|
|
|
|
|
1.50% Convertible
Notes
|
|
$
|
292
|
$
|
292
|
|
|
|
|
2.625% Convertible
Notes
|
|
$
|
341
|
$
|
—
|
|
|
|
Cash interest
expense
|
|
|
|
|
|
|
|
2.25% Convertible
Notes
|
|
$
|
—
|
$
|
577
|
|
|
|
|
2.50% Convertible
Notes
|
|
$
|
2,500
|
$
|
2,500
|
|
|
|
|
1.50% Convertible
Notes
|
|
$
|
1,125
|
$
|
1,125
|
|
|
|
|
2.625% Convertible
Notes
|
|
$
|
2,362
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
- Income Tax Provision (Benefit). We maintain a
valuation allowance on a portion of our net deferred tax assets,
the amount of which may change from quarter to quarter through
adjustments to the income tax provision (benefit). The income tax
provision (benefit) is also adjusted each quarter for excess tax
benefits and/or deficiencies related to stock-based awards that
vest or are settled in such quarter. The timing of such adjustments
has not been consistent and as a result, our income tax expense can
fluctuate significantly from period to period in a manner not
directly related to our operating performance. We exclude the
income tax provision (benefit) from Adjusted EBITDA (i) because we
believe that the income tax provision (benefit) is not directly
attributable to the underlying performance of our 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 (benefit) will recur in
future periods.
- Other Items. We engage in other activities
and transactions that can impact our net income. In recent
periods, these other items included, but were not limited to:
(i) gain on investments; (ii) loss on repurchases of our
convertible notes; (iii) severance expense; and (iv) legal fees and
other expenses incurred in connection with the process conducted by
our Board of Directors to explore strategic alternatives for our
company. We exclude these other items from Adjusted EBITDA
because we believe these activities or transactions are not
directly attributable to the performance of our business operations
and, accordingly, their exclusion assists management and investors
in making period-to-period comparisons of operating
performance. Investors should note that some of these other
items may recur in future periods.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/webmd-reports-first-quarter-financial-results-and-reaffirms-2017-guidance-300449920.html
SOURCE WebMD Health Corp.