2008-08-05 15:00:00
HLTH Corporation Announces Second Quarter Financial Results
ELMWOOD PARK, N.J., Aug. 5 /EMWNews/ -- HLTH Corporation (Nasdaq: HLTH) today announced financial results for the three months ended June 30, 2008. Martin J. Wygod, Chairman and Acting Chief Executive Officer of HLTH Corporation, said: "We firmly believe that the size and breadth of the overall market opportunity remains unchanged. With its unique set of assets and industry leadership, WebMD is well positioned to capitalize on the shift to online marketing and education to both consumers as well as physicians both here in the U.S. and abroad." Consolidated Financial Highlights Revenue for the second quarter was $89.1 million, an increase of 15% over the prior year. Earnings before interest, taxes, non-cash and other items ("Adjusted EBITDA") for the second quarter was $14.3 million, an increase of 66% over the prior year. Income from continuing operations for the second quarter was $0.8 million or $0.00 per share, loss from discontinued operations was $3.7 million or $0.02 per share and net loss was $2.9 million or $0.02 per share. At June 30, 2008, HLTH had approximately $1.4 billion in cash and investments, of which $325 million is attributable to WebMD. Segment Operating Results WebMD Online Services segment revenue was $84.6 million for the second quarter compared to $72.9 million in the prior year period, an increase of 16%. Advertising and sponsorship revenue increased 19% to $62.4 million. Private portal licensing revenue increased 10% to $21.9 million. Online Services segment Adjusted EBITDA increased 34% to $18.8 million compared to $14.0 million in the prior year period. WebMD Publishing and Other Services segment revenue was $4.6 million for the second quarter compared to $4.4 million in the prior year period, an increase of 5%. Publishing and Other Services segment Adjusted EBITDA was $1.0 million compared to $0.86 million in the prior year period. Discontinued Operations 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. The sale of the ViPS business was completed on July 22, 2008 for $225 million in cash. 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. Discontinued operations during the quarter included the results of operations of ViPS and Porex as well as an additional pre-tax charge of $17 million relating to HLTH's obligation to advance the legal costs of certain former officers of the Practice Services subsidiary which HLTH sold in 2006. As of June 30, 2008, this accrual totaled $58 million. As previously reported, several insurance carriers who had issued D&O insurance to HLTH have refused to advance these costs and HLTH commenced an action against these carriers to enforce its rights. On July 31, 2008 the Superior Court for the State of Delaware granted HLTH's motion for partial summary judgment to enforce the duty of such carriers to advance and reimburse these costs. Merger with WebMD As previously announced, HLTH and WebMD entered into a definitive merger agreement on February 20, 2008. Completion of the merger is conditioned upon, among other things, approval of the stockholders of both HLTH and WebMD. HLTH and WebMD expect to file a joint preliminary proxy statement/prospectus relating to the merger shortly after the filing of their respective second quarter Form 10-Q filings. Assuming that timely clearance is received from the SEC, HLTH and WebMD expect to be in a position to hold stockholder meetings in October 2008 to seek the necessary stockholder approvals. Those meetings would also be the Annual Meetings for HLTH and WebMD. Financial Guidance WebMD reaffirmed its financial guidance for the remainder of 2008 today. HLTH is not providing consolidated financial guidance for 2008 at this time due to its pending merger with WebMD. Analyst and Investor Conference Call As previously announced, HLTH and WebMD will host a conference call at 4:45 pm (Eastern) today to discuss their respective second quarter results. Investors can access the call via webcast at http://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) owns approximately 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.
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 http://www.sec.gov or http://www.hlth.com or http://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 and the related analyst
and investor conference call, 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); our guidance on HLTH's and WebMD's future financial
results and other projections or measures of their 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 sale transaction with
respect to Porex (the "Potential Sale Transaction"). 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, information technology and plastics 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 Sale Transaction or as to the timing
or terms 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.
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) and POREX(R) are trademarks of HLTH Corporation
or its subsidiaries.
-Tables Follow-
HLTH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2008 2007 2008 2007
Revenue $89,136 $77,197 $170,818 $149,078
Costs and expenses:
Cost of operations 32,763 28,997 64,333 57,615
Sales and marketing 25,460 21,929 51,290 44,799
General and administrative 23,181 26,950 44,325 55,393
Depreciation and amortization 7,315 7,239 14,203 13,564
Interest income 8,062 10,100 19,998 19,774
Interest expense 4,628 4,616 9,235 9,325
Gain on sale of EBS Master LLC - - 538,024 -
Impairment of auction rate
securities - - 60,108 -
Other (expense) income, net (666) 1,396 (4,810) 4,278
Income (loss) from continuing
operations before income tax
provision 3,185 (1,038) 480,536 (7,566)
Income tax provision 1,330 1,658 26,944 1,427
Minority interest in WHC income
(loss) 1,071 843 (2,774) 958
Equity in earnings of EBS Master
LLC - 7,575 4,007 14,674
Income from continuing operations 784 4,036 460,373 4,723
Loss from discontinued
operations, net of tax (3,651) (49,499) (82) (44,484)
Net (loss) income $(2,867) $(45,463) $460,291 $(39,761)
Basic (loss) income per common
share:
Income from continuing operations $0.00 $0.02 $2.52 $0.03
Loss from discontinued operations (0.02) (0.27) (0.00) (0.25)
Net (loss) income $(0.02) $(0.25) $2.52 $(0.22)
Diluted (loss) income per common
share:
Income from continuing operations $0.00 $0.02 $2.04 $0.02
Loss from discontinued operations (0.02) (0.26) (0.00) (0.23)
Net (loss) income $(0.02) $(0.24) $2.04 $(0.21)
Weighted-average shares outstanding
used in computing (loss) income
per common share:
Basic 182,622 180,219 182,399 178,115
Diluted 186,243 191,032 228,209 188,693
HLTH CORPORATION
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2008 2007 2008 2007
Revenue
WebMD Online Services:
Advertising and sponsorship $62,383 $52,436 $118,448 $99,857
Licensing 21,866 19,799 43,789 39,914
Content syndication and other 345 653 762 1,537
Total WebMD Online Services 84,594 72,888 162,999 141,308
WebMD Publishing and Other
Services 4,582 4,382 7,859 7,906
Inter-segment eliminations (40) (73) (40) (136)
$89,136 $77,197 $170,818 $149,078
Earnings before interest, taxes,
non-cash and other items
("Adjusted EBITDA") (a)
WebMD Online Services $18,800 $14,042 $35,331 $27,034
WebMD Publishing and Other
Services 1,027 863 273 505
Corporate (5,573) (6,337) (10,632) (13,063)
$14,254 $8,568 $24,972 $14,476
Adjusted EBITDA per diluted
common share (b) $0.08 $0.04 $0.11 $0.08
Interest, taxes, non-cash and other
items (c)
Interest income $8,062 $10,100 $19,998 $19,774
Interest expense (4,628) (4,616) (9,235) (9,325)
Income tax provision (1,330) (1,658) (26,944) (1,427)
Depreciation and amortization (7,315) (7,239) (14,203) (13,564)
Non-cash stock-based compensation (6,471) (7,779) (12,443) (16,961)
Non-cash advertising - - (1,558) (2,320)
Minority interest in WHC (income)
loss (1,071) (843) 2,774 (958)
Equity in earnings of EBS Master
LLC - 7,575 4,007 14,674
Gain on sale of EBS Master LLC - - 538,024 -
Impairment of auction rate
securities - - (60,108) -
Other (expense) income, net (717) (72) (4,911) 354
Income from continuing operations 784 4,036 460,373 4,723
Loss from discontinued
operations, net of tax (3,651) (49,499) (82) (44,484)
Net (loss) income $(2,867) $(45,463) $460,291 $(39,761)
Basic (loss) income per common
share:
Income from continuing operations $0.00 $0.02 $2.52 $0.03
Loss from discontinued operations (0.02) (0.27) (0.00) (0.25)
Net (loss) income $(0.02) $(0.25) $2.52 $(0.22)
Diluted (loss) income per common
share:
Income from continuing operations $0.00 $0.02 $2.04 $0.02
Loss from discontinued operations (0.02) (0.26) (0.00) (0.23)
Net (loss) income $(0.02) $(0.24) $2.04 $(0.21)
Weighted-average shares outstanding
used in computing (loss) income
per common share:
Basic 182,622 180,219 182,399 178,115
Diluted 186,243 191,032 228,209 188,693
(a) See Annex A-Explanation of Non-GAAP Financial Measures.
(b) Adjusted EBITDA per diluted common share is based on the weighted-
average shares outstanding used in computing diluted (loss) income per
common share.
(c) Reconciliation of Adjusted EBITDA to income from continuing
operations.
HLTH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
June 30, 2008 December 31, 2007
Assets
Cash and cash equivalents $1,123,899 $536,879
Short-term investments 304,325 290,858
Accounts receivable, net 68,865 86,081
Due from EBS Master LLC 69 1,224
Prepaid expenses and other current assets 24,331 71,090
Assets of discontinued operations 268,046 262,964
Total current assets 1,789,535 1,249,096
Marketable equity securities 2,543 2,383
Property and equipment, net 48,491 49,554
Goodwill 214,475 217,323
Intangible assets, net 31,323 36,314
Investment in EBS Master LLC - 25,261
Other assets 62,330 71,466
Total Assets $2,148,697 $1,651,397
Liabilities and Stockholders' Equity
Accrued expenses $44,807 $49,598
Deferred revenue 87,401 76,401
Liabilities of discontinued operations 124,788 123,131
Total current liabilities 256,996 249,130
Convertible notes 650,000 650,000
Other long-term liabilities 21,332 21,137
Minority interest in WHC 135,416 131,353
Stockholders' equity 1,084,953 599,777
Total Liabilities and Stockholders' Equity $2,148,697 $1,651,397
HLTH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six Months Ended
June 30,
2008 2007
Cash flows from operating activities:
Net income (loss) $460,291 $(39,761)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Loss from discontinued
operations, net of tax 82 44,484
Depreciation and amortization 14,203 13,564
Minority interest in WHC (income) loss (2,774) 958
Equity in earnings of EBS Master LLC (4,007) (14,674)
Amortization of debt issuance costs 1,490 1,447
Non-cash advertising 1,558 2,320
Non-cash stock-based compensation 12,443 16,961
Deferred income taxes 5,556 1,041
Gain on sale of EBS Master LLC and 2006
EBS Sale (538,024) (399)
Impairment of auction rate securities 60,108 -
Changes in operating assets and
liabilities:
Accounts receivable 17,216 7,976
Prepaid expenses and other, net 21,090 1,128
Accrued expenses and other long-term
liabilities (3,695) (44,070)
Deferred revenue 11,000 10,576
Net cash provided by continuing
operations 56,537 1,551
Net cash (used in) provided by
discontinued operations (343) 17,429
Net cash provided by operating
activities 56,194 18,980
Cash flows from investing activities:
Proceeds from maturities and sales
of available-for-sale securities 106,586 194,096
Purchases of available-for-sale securities (177,150) (388,942)
Purchases of property and equipment (6,985) (10,217)
Proceeds related to the sales of
EBS, EPS and ACS/ACP, net of expenses 598,935 2,898
Decreases in net advances to EBS Master LLC 1,155 19,730
Other 148 -
Net cash provided by (used in)
continuing operations 522,689 (182,435)
Net cash used in discontinued
operations (3,144) (2,341)
Net cash provided by (used in)
investing activities 519,545 (184,776)
Cash flows from financing activities:
Proceeds from issuance of HLTH and
WHC common stock 9,644 103,263
Purchases of treasury stock under
repurchase program - (42,906)
Other (80) 457
Net cash provided by continuing
operations 9,564 60,814
Net cash used in discontinued
operations (76) (101)
Net cash provided by financing
activities 9,488 60,713
Effect of exchange rates on cash 1,793 361
Net increase (decrease) in cash and
cash equivalents 587,020 (104,722)
Cash and cash equivalents at
beginning of period 536,879 614,691
Cash and cash equivalents at end of period $1,123,899 $509,969
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, "(loss) 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 (loss) income from continuing operations or net (loss)
income. 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 or
net (loss) income, 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 (loss) income from continuing operations or to net
(loss) 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
(loss) income from continuing operations or to net (loss) income, 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 (loss) 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 or loss 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 some of these other items may recur in future periods.
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