-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AkAIe4HS+u3o/AKNBDRrvH9iFDyB89zL09ojPkF+FVExyfEMPazifqCAuNOoDcNq b/9ttT61TpYBXR2EByJDlQ== 0000950144-07-007022.txt : 20070731 0000950144-07-007022.hdr.sgml : 20070731 20070731162225 ACCESSION NUMBER: 0000950144-07-007022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070731 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070731 DATE AS OF CHANGE: 20070731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HLTH CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 071012997 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: EMDEON CORP DATE OF NAME CHANGE: 20051018 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 8-K 1 g08650e8vk.htm HLTH CORPORATION HLTH CORPORATION
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 31, 2007
 
Date of Report (Date of earliest event reported)
HLTH CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Delaware   0-24975   94-3236644
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
 
(Address of principal executive offices, including zip code)
(201) 703-3400
 
(Registrant’s telephone number, including area code)
 
(Former name or address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
 
 

 


 

     All statements contained in this Current Report on Form 8-K , other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. These statements speak only as of the date of this Current Report and are based on our current plans and expectations, and they 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: market acceptance of our products and services; relationships with customers and strategic partners; difficulties in integrating acquired businesses; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission 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.
 
Item 2.02.     Results of Operations and Financial Condition
     On July 31, 2007, we issued a press release announcing our results for the quarter ended June 30, 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.2 to this Current Report contains the financial tables that accompanied the press release. Exhibit 99.4 to this Current Report contains an Annex to the press release entitled “Explanation of Non-GAAP Financial Measures.” Exhibits 99.1, 99.2 and 99.4 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall any of those exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
     On July 31, 2007, WebMD Health Corp. (which we refer to as WHC) issued a press release announcing its results for the quarter ended June 30, 2007. The Registrant owns approximately 84% of the outstanding Common Stock of WHC. A copy of the press release issued by WHC is incorporated by reference, as Exhibit 99.5 hereto, from Exhibit 99.1 to the Current Report on Form 8-K filed today by WHC. A copy of the financial tables that accompanied the WHC press release are incorporated by reference, as Exhibit 99.6 hereto, from Exhibit 99.2 to the Current Report on Form 8-K filed today by WHC. A copy of Annex A to the WHC press release, entitled “Explanation of Non-GAAP Financial Measures,” is incorporated by reference, as Exhibit 99.8, from Exhibit 99.4 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.5, 99.6 and 99.8 to this Current Report are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall any of those Exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2


 

Item 7.01.     Regulation FD Disclosure
     Exhibit 99.3 to this Current Report includes forward-looking financial information that accompanied Exhibit 99.1 and that is expected to be discussed on the previously announced conference call with investors and analysts to be held by HLTH and WHC at 4:45 p.m., Eastern time, today (July 31, 2007). The call can be accessed at www.hlth.com (in the “About HLTH” section) or at www.wbmd.com (in the “Investor Relations” section) at that time. A replay of the call will be available at the same web addresses. In addition, a copy of certain forward-looking financial information that accompanied Exhibit 99.5 and is expected to be discussed on that conference call is incorporated by reference, as Exhibit 99.7 hereto, from Exhibit 99.3 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.3 and 99.7 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall either of them be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.     Financial Statements and Exhibits
       
 
(d)     Exhibits. The following exhibits are furnished herewith:
       
 
  99.1 Press Release, dated July 31, 2007, regarding the Registrant’s results for the quarter ended June 30, 2007
 
 
  99.2 Financial Tables accompanying Exhibit 99.1
 
 
  99.3 Financial Guidance Summary accompanying Exhibit 99.1
 
 
  99.4 Annex A to Exhibits 99.1 through 99.3
 
 
  99.5 Press Release, dated July 31, 2007, regarding WebMD Health Corp.’s results for the quarter ended June 30, 2007 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)
 
 
  99.6 Financial Tables accompanying Exhibit 99.5 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)
 
 
  99.7 WebMD Health Corp. Financial Guidance Summary (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)
 
 
  99.8 Annex A to Exhibits 99.5 through 99.7 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)

3


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  HLTH CORPORATION
 
 
     Dated: July 31, 2007  By:   /s/ Lewis H. Leicher    
    Lewis H. Leicher   
    Senior Vice President   

4


 

         
EXHIBIT INDEX
Exhibit
Number 
 
Description       
 
99.1   Press Release, dated July 31, 2007, regarding the Registrant’s results for the quarter ended June 30, 2007
 
99.2   Financial Tables accompanying Exhibit 99.1
 
99.3   Financial Guidance Summary accompanying Exhibit 99.1
 
99.4   Annex A to Exhibits 99.1 through 99.3
 
99.5   Press Release, dated July 31, 2007, regarding WebMD Health Corp.’s results for the quarter ended June 30, 2007 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)
 
99.6   Financial Tables accompanying Exhibit 99.5 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)
 
99.7   WebMD Health Corp. Financial Guidance Summary (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)
 
99.8   Annex A to Exhibits 99.5 through 99.7 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD Health Corp. on July 31, 2007)

 

EX-99.1 2 g08650exv99w1.htm EX-99.1 PRESS RELEASE DATED JULY 31, 2007 EX-99.1 PRESS RELEASE DATED JULY 31, 2007
 

EXHIBIT 99.1
(HLTH CORPORATION LOGO)
     
Contacts:
   
Investors:
  Media:
Risa Fisher
  Jennifer Newman
rfisher@hlth.com
  jnewman@hlth.com
201-414-2002
  212-624-3912
HLTH CORPORATION ANNOUNCES SECOND QUARTER RESULTS
ELMWOOD PARK, NJ (July 31, 2007) — HLTH Corporation (NASDAQ: HLTH) today announced financial results for the three months ended June 30, 2007.
Kevin Cameron, Chief Executive Officer of HLTH Corporation, said: “I am pleased with our performance during the second quarter. We delivered solid results and we continued to build out the products and services that will allow us to take advantage of the tremendous opportunities we see ahead of us.”
Consolidated Financial Highlights
Revenue for the second quarter was $129.3 million. Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) for the second quarter was $21.1 million or $0.11 per share. Income from continuing operations for the second quarter was $11.2 million or $0.06 per share.
Net loss for the June 2007 quarter was ($45.5) million or ($0.24) per share, which includes a loss from discontinued operations of $56.6 million which primarily relates to a charge for the estimate of HLTH’s indemnification obligation for defense costs for nine former officers and directors of the Company’s former subsidiary Emdeon Practice Services, Inc. who were indicted in connection with the previously disclosed investigation by the United States Attorney for the District of South Carolina.
The Company’s consolidated results are not comparable to the respective prior year periods. On November 16, 2006, HLTH Corporation completed the sale of a 52% interest in its Emdeon Business Services segment (excluding the ViPS business) to an affiliate of General Atlantic LLC. The Company’s 48% portion of EBS’ income is reflected in the line item “Equity in earnings of EBS Master LLC” for the June 2007 quarter. For the prior year period, the results of Emdeon Business Services are included in the Company’s consolidated revenues and earnings. As a result, the Company’s consolidated results will not be comparable to prior year periods until after the anniversary of the transaction is reached.
As of June 30, 2007, HLTH Corporation had approximately $739 million in cash and short-term investments on a consolidated basis, including $240 million in cash and short-term investments held by WebMD Health Corp., its 84.2% owned subsidiary.
Segment Operating Results
WebMD segment revenue was $78.5 million for the second quarter compared to $56.6 million in the prior year period, an increase of 39%, driven by continued growth in online services. Segment Adjusted EBITDA was $15.2 million compared to $9.6 million in the prior year period, an increase of 58% over the prior year, primarily as a result of the increase in revenues.

 


 

ViPS segment revenue was $25.9 million for the second quarter compared to $24.8 million in the prior year period, an increase of 4%, primarily related to increases in both the government and health payer solutions. Segment Adjusted EBITDA was $5.1 million unchanged from the prior year period. Operating margins decreased slightly to 19.7% primarily as a result of a change in the revenue mix.
Porex segment revenue was $25.0 million for the second quarter compared to $22.7 million in the prior year period, an increase of 10.3%. The increase was primarily attributable to strength in sales of consumer and surgical products and the impact of favorable foreign currency exchange rates. Segment Adjusted EBITDA was $7.3 million compared to $7.0 million in the prior year period, an increase of 4%. Operating margins decreased to 29.4% from 31.1% primarily as a result of higher insurance and marketing expenses.
Investment in Emdeon Business Services
Revenue for Emdeon Business Services (which is not a segment and is not included in the Company’s consolidated revenue) was a record $201.2 million for the second quarter. Emdeon Business Services continues to generate strong year over year growth. HLTH recorded $7.6 million of Equity in earnings of EBS Master LLC in the June 2007 quarter, reflecting its 48% portion of their income.
Financial Guidance
Including the results for the second quarter announced today, HLTH’s full year 2007 guidance is being updated as follows:
    HLTH narrowed its revenue guidance range to $538.3 to $553.3 million from $537.4 to $556.4 million.
 
    HLTH increased its guidance range for Adjusted EBITDA by $1.1 to $3.0 million to $102.2 to $110.4 million primarily to reflect expected higher margin on incremental revenue at WebMD, partially offset by lower than anticipated results at ViPS primarily in the third quarter.
 
    HLTH increased its guidance range for income from continuing operations by $3.4 to $5.5 million to $45.0 to $54.3 million primarily to reflect the increase in WebMD’s Adjusted EBITDA, and its expectations for higher interest income and lower non cash stock compensation expense attributable to WebMD, offset in part by higher income tax expense at WebMD and lower than anticipated results at ViPS primarily in the third quarter.
A schedule outlining HLTH Corporation’s updated financial guidance for 2007 is attached to this press release.
Analyst and Investor Conference Call
As previously announced, HLTH Corporation will host a conference call at 4:45 pm (ET) on July 31, 2007 to discuss its second 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 Corporation
HLTH Corporation’s (Nasdaq: HLTH) businesses are comprised of WebMD Health Corp, (Nasdaq: WBMD), ViPS and Porex. WebMD provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. 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. In addition, HLTH Corporation owns a 48% minority interest in Emdeon Business Services, which provides solutions that automate key business and administrative functions for healthcare payers and providers.
*****************************

2


 

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. These statements speak only as of the date of this press release and are based on our current plans and expectations, and they 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: market acceptance of our products and services; difficulties in integrating acquired businesses; relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission 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®, WebMD Health®, POREX® and ViPSSM are trademarks of HLTH Corporation or its subsidiaries.
Emdeontm and Emdeon Business Servicestm are trademarks of Emdeon Business Services, LLC or its subsidiaries.
-Tables Follow-

3

EX-99.2 3 g08650exv99w2.htm EX-99.2 FINANCIAL TABLES EX-99.2 FINANCIAL TABLES
 

Exhibit 99.2
HLTH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
            (Restated)             (Restated)  
Revenue:
                               
Services
  $ 102,129     $ 265,606     $ 200,072     $ 518,351  
Products
    27,165       26,025       51,247       50,474  
 
                       
Total revenue
    129,294       291,631       251,319       568,825  
 
                               
Cost of operations:
                               
Services
    44,129       157,625       88,643       313,984  
Products
    10,772       11,416       20,687       22,231  
 
                       
Total cost of operations
    54,901       169,041       109,330       336,215  
 
                               
Development and engineering
    4,767       9,057       9,341       17,921  
Sales, marketing, general and administrative
    58,340       72,033       118,739       142,213  
Depreciation and amortization
    11,678       17,221       22,405       33,775  
Legal expense
    471       275       791       817  
Interest income
    10,100       4,433       19,774       8,851  
Interest expense
    4,619       4,668       9,336       9,359  
Transition services income
    1,468             3,924        
Other income (expense)
    399       (2,072 )     1,145       (2,072 )
 
                       
Income from continuing operations before income tax provision
    6,485       21,697       6,220       35,304  
Income tax provision
    2,031       6,288       3,021       10,344  
Minority interest in WHC income (loss)
    843       (121 )     958       (593 )
Equity in earnings of EBS Master LLC
    7,575             14,674        
 
                       
Income from continuing operations
    11,186       15,530       16,915       25,553  
(Loss) income from discontinued operations, net of tax
    (56,649 )     6,556       (56,676 )     12,123  
 
                       
Net (loss) income
  $ (45,463 )   $ 22,086     $ (39,761 )   $ 37,676  
 
                       
 
                               
Basic (loss) income per common share:
                               
Income from continuing operations
  $ 0.06     $ 0.05     $ 0.10     $ 0.09  
(Loss) income from discontinued operations
    (0.31 )     0.03       (0.32 )     0.04  
 
                       
Net (loss) income
  $ (0.25 )   $ 0.08     $ (0.22 )   $ 0.13  
 
                       
 
                               
Diluted (loss) income per common share:
                               
Income from continuing operations
  $ 0.06     $ 0.05     $ 0.09     $ 0.09  
(Loss) income from discontinued operations
    (0.30 )     0.02       (0.30 )     0.04  
 
                       
Net (loss) income
  $ (0.24 )   $ 0.07     $ (0.21 )   $ 0.13  
 
                       
 
                               
Weighted-average shares outstanding used in computing (loss) income per common share:
                               
Basic
    180,219       285,086       178,115       286,141  
 
                       
Diluted
    191,032       296,722       188,693       296,107  
 
                       


 

HLTH CORPORATION
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
            (Restated)             (Restated)  
Revenue
               
Emdeon Business Services
  $     $ 187,858     $     $ 370,709  
WebMD
    78,479       56,612       151,441       106,663  
ViPS
    25,885       24,845       52,544       48,681  
Porex
    25,003       22,659       47,712       43,246  
Inter-segment eliminations
    (73 )     (343 )     (378 )     (474 )
 
                       
 
  $ 129,294     $ 291,631     $ 251,319     $ 568,825  
 
                       
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”)
                               
Emdeon Business Services
  $     $ 44,765     $     $ 82,972  
WebMD
    15,155       9,599       27,762       16,126  
ViPS
    5,094       5,057       9,934       10,215  
Porex
    7,343       7,045       13,817       12,599  
Corporate
    (6,483 )     (11,495 )     (13,214 )     (22,633 )
 
                       
 
  $ 21,109     $ 54,971     $ 38,299     $ 99,279  
 
                               
Adjusted EBITDA per diluted common share (a)
  $ 0.11     $ 0.19     $ 0.20     $ 0.34  
 
                       
 
Interest, taxes, non-cash and other items (b)
                               
Depreciation and amortization
  $ (11,678 )   $ (17,221 )   $ (22,405 )   $ (33,775 )
Non-cash stock-based compensation
    (8,355 )     (12,282 )     (18,146 )     (24,009 )
Non-cash advertising
          (1,189 )     (2,320 )     (2,794 )
Legal expense
    (471 )     (275 )     (791 )     (817 )
Interest income
    10,100       4,433       19,774       8,851  
Interest expense
    (4,619 )     (4,668 )     (9,336 )     (9,359 )
Income tax provision
    (2,031 )     (6,288 )     (3,021 )     (10,344 )
Minority interest in WHC (income) loss
    (843 )     121       (958 )     593  
Equity in earnings of EBS Master LLC
    7,575             14,674        
Other income (expense)
    399       (2,072 )     1,145       (2,072 )
 
                       
Income from continuing operations
    11,186       15,530       16,915       25,553  
(Loss) income from discontinued operations, net of tax
    (56,649 )     6,556       (56,676 )     12,123  
 
                       
Net (loss) income
  $ (45,463 )   $ 22,086     $ (39,761 )   $ 37,676  
 
                       
 
                               
Basic (loss) income per common share:
                               
Income from continuing operations
  $ 0.06     $ 0.05     $ 0.10     $ 0.09  
(Loss) income from discontinued operations
    (0.31 )     0.03       (0.32 )     0.04  
 
                       
Net (loss) income
  $ (0.25 )   $ 0.08     $ (0.22 )   $ 0.13  
 
                       
 
                               
Diluted (loss) income per common share:
                               
Income from continuing operations
  $ 0.06     $ 0.05     $ 0.09     $ 0.09  
(Loss) income from discontinued operations
    (0.30 )     0.02       (0.30 )     0.04  
 
                       
Net (loss) income
  $ (0.24 )   $ 0.07     $ (0.21 )   $ 0.13  
 
                       
 
                               
Weighted-average shares outstanding used in computing (loss) income per common share:
                               
Basic
    180,219       285,086       178,115       286,141  
 
                       
Diluted
    191,032       296,722       188,693       296,107  
 
                       
 
(a)   Adjusted EBITDA per diluted common share is based on the weighted-average shares outstanding used in computing diluted (loss) income per common share.
(b)   Reconciliation of Adjusted EBITDA to net (loss) income (see Annex A — Explanation of Non-GAAP Financial Measures).


 

HLTH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
                 
    June 30, 2007     December 31, 2006  
Assets
               
Cash and cash equivalents
  $ 509,969     $ 614,691  
Short-term investments
    228,922       34,140  
Accounts receivable, net
    117,045       121,608  
Inventory
    9,709       9,922  
Due from EBS Master LLC
    286       30,716  
Prepaid expenses and other current assets
    62,232       31,871  
 
           
Total current assets
    928,163       842,948  
 
               
Marketable equity securities
    3,166       2,633  
Property and equipment, net
    74,376       72,040  
Goodwill
    333,412       337,669  
Intangible assets, net
    121,260       129,473  
Investment in EBS Master LLC
    20,820       1,521  
Other assets
    39,607       65,659  
 
           
Total Assets
  $ 1,520,804     $ 1,451,943  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Accounts payable
  $ 3,960     $ 3,996  
Accrued expenses
    58,043       113,175  
Deferred revenue
    100,154       87,438  
Liabilities of discontinued operations
    55,893        
 
           
Total current liabilities
    218,050       204,609  
 
               
Convertible notes
    650,000       650,000  
Other long-term liabilities
    32,357       24,179  
 
               
Minority interest in WebMD Health Corp. (WHC)
    111,876       101,860  
 
               
Convertible redeemable exchangeable preferred stock
          98,768  
 
               
Stockholders’ equity
    508,521       372,527  
 
               
 
           
Total Liabilities and Stockholders’ Equity
  $ 1,520,804     $ 1,451,943  
 
           

 


 

HLTH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
                 
    Six Months Ended  
    June 30,  
    2007     2006  
            (Restated)  
Cash flows from operating activities:
               
Net (loss) income
  $ (39,761 )   $ 37,676  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
               
Loss (income) from discontinued operations, net of tax
    56,676       (12,123 )
Depreciation and amortization
    22,405       33,775  
Minority interest in WHC income (loss)
    958       (593 )
Equity in earnings of EBS Master LLC
    (14,674 )      
Amortization of debt issuance costs
    1,447       1,461  
Non-cash advertising
    2,320       2,794  
Non-cash stock-based compensation
    18,146       24,009  
Deferred income taxes
    1,052       1,736  
EBS working capital adjustment
    (399 )      
Reversal of income tax valuation allowance applied to goodwill
    760       4,043  
Changes in operating assets and liabilities:
               
Accounts receivable
    4,922       (5,233 )
Inventory
    272       (138 )
Prepaid expenses and other, net
    (514 )     (3,700 )
Accounts payable
    (36 )     3,980  
Accrued expenses and other long-term liabilities
    (45,430 )     3,572  
Deferred revenue
    12,716       8,137  
 
           
Net cash provided by continuing operations
    20,860       99,396  
Net cash (used in) provided by discontinued operations
    (1,880     15,825  
 
           
Net cash provided by operating activities
    18,980       115,221  
 
               
Cash flows from investing activities:
               
Proceeds from maturities and sales of available-for-sale securities
    194,096       398,870  
Purchases of available-for-sale securities
    (388,942 )     (426,470 )
Purchases of property and equipment
    (12,558 )     (27,429 )
Cash paid in business combinations, net of cash acquired
          (84,846 )
Proceeds from the sale of EBS
    2,898        
Proceeds from advances to EBS Master LLC
    19,730        
Other changes in equity of discontinued operations
          15,467  
 
           
Net cash used in continuing operations
    (184,776 )     (124,408 )
Net cash used in discontinued operations
          (17,009 )
 
           
Net cash used in investing activities
    (184,776 )     (141,417 )
 
               
Cash flows from financing activities:
               
Proceeds from issuance of HLTH and WHC common stock
    103,263       30,433  
Tax benefit on stock-based awards
    457        
Purchases of treasury stock under repurchase program
    (42,906 )     (71,843 )
Payments of notes payable and other
    (101 )     (173 )
 
           
Net cash provided by (used in) financing activities
    60,713       (41,583 )
 
               
Effect of exchange rates on cash
    361       479  
 
           
 
               
Net decrease in cash and cash equivalents
    (104,722 )     (67,300 )
Change in cash of discontinued operations
          1,184  
Cash and cash equivalents at beginning of period
    614,691       155,616  
 
           
Cash and cash equivalents at end of period
  $ 509,969     $ 89,500  
 
           

 

EX-99.3 4 g08650exv99w3.htm EX-99.3 FINANCIAL GUIDANCE SUMMARY EX-99.3 FINANCIAL GUIDANCE SUMMARY
 

Exhibit 99.3
2007 Consolidated Financial Guidance Summary
(in millions, except per share data)
                                                                 
    Year Ended     Quarterly Revenue Range  
    December 31, 2007     Q1     Q2     Q3     Q4  
    Range     Actual     Actual     Range     Range  
WebMD
  $ 342.4     $ 354.4                                                  
ViPS
    104.8       106.3                                                  
Porex
    91.5       93.0                                                  
Inter-segment eliminations
    (0.4 )     (0.4 )                                                
 
                                               
Total revenue
  $ 538.3     $ 553.3     $ 122.0     $ 129.3     $ 136.0     $ 143.0     $ 151.0     $ 159.0  
 
                                                           
 
                                                               
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”)(a)
  $ 102.2     $ 110.4                                                  
 
                                                           
                                                 
                    Quarterly Mix  
                    Q1     Q2     Q3     Q4  
Reconciliation of Adjusted EBITDA to income from continuing operations:
                                               
Interest income, net
    21.5       21.0       23 %     26 %     25 %     26 %
Depreciation and amortization
    (47.6 )     (46.5 )     23 %     25 %     26 %     26 %
Non-cash advertising
    (5.7 )     (5.3 )     42 %     0 %     7 %     51 %
Non-cash stock-based compensation
    (37.0 )     (36.5 )     27 %     23 %     27 %     23 %
Income tax provision
    (15.5 )     (16.0 )     6 %     13 %     31 %     50 %
Equity in earnings of EBS Master LLC
    31.0       32.0       22 %     24 %     23 %     31 %
Minority interest in WHC income
    (4.2 )     (5.1 )     2 %     17 %     29 %     52 %
Legal expense (b)
    (0.8 )     (0.8 )     40 %     60 %   NA     NA  
Other income (b)
    1.1       1.1       65 %     35 %   NA     NA  
 
                                               
 
                                   
Income from continuing operations
  $ 45.0     $ 54.3                                  
 
                                           
 
                                               
Adjusted EBITDA per share
  $ 0.54     $ 0.58                                  
 
                                           
Income from continuing operations per share
  $ 0.24     $ 0.29                                  
 
                                           
 
                                               
Weighted average shares — Diluted
    190.0       190.0                                  
 
                                           
 
(a)   See Annex A — Explanation of Non-GAAP Financial Measures
 
(b)   This table reflects actual expense through June 30, 2007 for “legal expense” (for the ongoing Department of Justice investigation) and “other income”, but does not reflect guidance for these items in any future quarter. We do not make projections for these items, although they may recur in future periods.
Operating Segments
Revenue
  *   WebMD — Refer to WebMD Health Corp. Financial Guidance Summary included in its July 31, 2007 press release.
 
  *   ViPS — Approximately 24% of annual segment revenue in Q3 increasing to 26% in Q4.
 
  *   Porex — Approximately 24% of annual segment revenue in Q3 and in Q4.
Adjusted EBITDA
  *   WebMD — Refer to WebMD Health Corp. Financial Guidance Summary included in its July 31, 2007 press release.
 
  *   ViPS — Approximately 18% of segment revenue in Q3 and 21% in Q4.
 
  *   Porex — Approximately 29% of segment revenue in Q3 and 28% in Q4.
 
  *   Corporate — Approximately 5% of consolidated revenue in Q3 decreasing to approximately 4% by Q4.

EX-99.4 5 g08650exv99w4.htm EX-99.4 ANNEX A TO EXHIBITS 99.1 THROUGH 99.3 EX-99.4 ANNEX A TO EXHIBITS 99.1 THROUGH 99.3
 

Exhibit 99.4
ANNEX A
Explanation of Non-GAAP Financial Measures
     The accompanying HLTH Corporation press release, financial tables and financial guidance summary 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 and the financial guidance summary 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 income from continuing operations included in the tables and the financial guidance summary 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 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 sale of Emdeon Practice Services and the sale of a 52%

2


 

      interest in Emdeon Business Services. 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 $1.2 billion as of the year ended December 31, 2006. Due to a limited history of generating taxable income, HLTH maintains a full valuation allowance on these NOL carryforwards. As HLTH uses these NOL carryforwards, the related valuation allowances are either reversed through the income statement or reversed to goodwill, to the extent those tax benefits were acquired through business combinations. The timing of such reversals is not 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 income (loss). This represents the minority stockholders’ proportionate share of net income or net loss of HLTH’s majority-owned WebMD subsidiary. The size of this Minority Interest is related to HLTH’s percentage ownership of WebMD. Changes in that percentage ownership may result from changes in WebMD’s capital structure, including as a result of sales of WebMD equity securities by WebMD or HLTH or as a result of exercise of WebMD 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 income (loss) 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 Expense,” which relates to the on-going Department of Justice investigation, (ii) equity in earnings of EBS Master LLC, which represents 48% of EBS’s income, (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 and (v) advisory expenses relating to the evaluation, in 2006, by HLTH’s Board of Directors of strategic alternatives for Emdeon Business Services. 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.

3

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