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

                                                                7,161                10,429

    Income tax
     provision


    Net income                            $12,333                 $15,718
                                          =======                 =======



    Net income per
     common share:

                                            $0.33                   $0.42

    Basic


                                            $0.30                   $0.36

    Diluted



    Weighted-average
     shares
     outstanding used
     in



    computing income
     per common
     share:

                                                               36,866                37,267

    Basic


                                                               49,828                52,335

    Diluted



                                                                               WEBMD HEALTH CORP.

                                                                CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION

                                                                            (In thousands, unaudited)



                                                                                                                Three Months Ended

                                                                                                                    March 31,
                                                                                                                    ---------

                                                                                                                                 2017       2016
                                                                                                                                 ----       ----

    Revenue

    Advertising and sponsorship

                                                                                                                           $89,480    $88,685

    Biopharma and medical device

                                                                                                                            31,998     33,754

    OTC, CPG and other


                                                                                                                              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)

                                                                                                                           (1,953)     (206)

    Interest income

                                                                                                                             7,066      5,100

    Interest expense

                                                                                                                             7,161     10,429

    Income tax provision

                                                                                                                             7,061      7,487

    Depreciation and amortization

                                                                                                                             9,023      8,528

    Non-cash stock-based compensation

                                                                                                                               262          -

    Other expense


    Earnings before interest, taxes, non-cash

                                                                                                                           $40,953    $47,056

    and other items ("Adjusted EBITDA") (b)



    (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

                                                                                                                                                                                                                     $437.0                                   $450.0

    Biopharma and medical device

                                                                                                                                                                                                                      143.0                                    148.0

    OTC, CPG and other


                                                                                                                                                                                                                      580.0                                    598.0

                                                                                                                                                                                                                       99.0                                    100.0

    Health services

                                                                                                                                                                                                                       31.0                                     32.0

    Information services


                                                                                                                                                                                                                     $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:

                                                                                                                                                                                                                      $89.0                                    $98.0

    Net income (numerator for basic income per share)



    Add-back of interest expense, net of tax, related to:

                                                                                                                                                                                                                        3.5                                      3.5

       1.50% convertible notes

                                                                                                                                                                                                                        7.3                                      7.3

       2.50% convertible notes

                                                                                                                                                                                                                        6.7                                      6.7

       2.625% convertible notes


                                                                                                                                                                                                                     $106.5                                   $115.5

    Numerator for diluted income per share



                                                                                                                                                                                                                       37.0                                     37.5

    Weighted average shares outstanding (denominator for basic income per share)

                                                                                                                                                                                                                        1.0                                      1.5

    Stock options and restricted stock



    Weighted average shares issuable upon conversion of:

                                                                                                                                                                                                                        5.7                                      5.7

       1.50% convertible notes

                                                                                                                                                                                                                        6.2                                      6.2

       2.50% convertible notes

                                                                                                                                                                                                                        4.2                                      4.2

       2.625% convertible notes


                                                                                                                                                                                                                       54.1                                     55.1

    Denominator for diluted income per share



    (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%                                         2.50%                                        2.625%                                         1.50%                                         2.50%                 2.625%
                                                                                                              Convertible                                  Convertible                                   Convertible                                   Convertible                                   Convertible                Convertible
                                                                                                                 Notes                                        Notes                                         Notes                                         Notes                                         Notes                      Notes
                                                                                                                 -----                                        -----                                         -----                                         -----                                         -----                      -----


    Approximate net income at which                                                                                            $5.8                                          $11.9                                          $17.5                                          $23.3                                          $47.7                   $69.8
    convertible notes become dilutive  (a)


    Interest expense, net of tax to add-back to                                                                                $0.9                                           $1.8                                           $1.7                                           $3.5                                           $7.3                    $6.7
    net income (numerator)


    Additional shares to include in weighted-                                                                                   5.7                                            6.2                                            4.2                                            5.7                                            6.2                     4.2
    average diluted share count (denominator)


    (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.

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SOURCE WebMD Health Corp.