http://www.morningstar.com/earnings/35728350-webmd-health-corp-wbmd-q4-2011.aspx

WebMD Health Corp WBMD
Q4 2011 Earnings Call Transcript

Transcript Call Date 02/23/2012

Operator: Good afternoon, and welcome to WebMD Health Corporation's Fourth Quarter 2011 Conference Call. Today's call is being recorded.

I will now turn the call over to Risa Fisher, Vice President of Investor Relations.

Risa Fisher - IR: Good afternoon. This conference call is to discuss WebMD's fourth quarter and year end results. The earnings release issued today by WebMD is available at www.wbmd.com in the Investor Relations section. The release includes reconciliations between GAAP and non-GAAP financial measures, which will be discussed during this call.

The explanatory paragraphs in the release concerning forward-looking disclosures and related risks and uncertainties also apply to forward-looking disclosures made during this call, including those regarding our guidance on future financial results and other projections or measures of WebMD's future performance. Information concerning the risks and uncertainties can be found in WebMD's SEC filings.

Joining us on today's call are Marty Wygod, Chairman of WebMD, and Tony Vuolo, Interim CEO and CFO. At the conclusion of our prepared remarks, we'll open the call and take questions.

I'd like to turn the call over our Chairman, Marty Wygod.

Martin J. Wygod - Chairman: Thanks, Risa. Good afternoon and thank you for joining us today. As you have seen in our financial results, 2011 was a difficult year. We expect the market challenges that impacted revenue trends in the latter half of 2011 to continue in 2012. Clearly, our near-term outlook is difficult. However, we believe that our long-term growth opportunities are significant and we will continue to invest to best position ourselves to capture these opportunities. We are the most recognized and trusted source of online healthcare information for consumers and healthcare professionals, and we are focused on continuing to strengthen our position as a market leader to support our long-term growth.

With regard to our CEO search, we have created a Board Committee to oversee the selection of a permanent CEO and are meeting with potential candidates. The Board is committed to conducting a thorough search process to identify the right person to lead the Company, and we will complete the search as expeditiously as possible.

Importantly though, as you will hear from Tony, we're not standing still while this process is underway. Today, we announced that we intend to commence a tender offer to repurchase 150 million of our shares through a modified Dutch Auction tender at a price within the range of $24.50 to $26 per share.

At the minimum price of $24.50 per share, we would repurchase a maximum of approximately 6.1 million shares, which represents approximately 11% of our currently outstanding shares. We expect to commence this tender offer promptly after the filing of our Company's Form 10-K, and considering capital allocation the Board recognizes that as we sit in early 2012 this will be difficult year. We adjust at the beginning of the necessary transition.

Among other things we need to hire a CEO, who may choose to add further depth to the senior management team and as Tony will discuss we have several initiatives that are focused addressing the needs of evolving market and positioning us for return to growth. We have much to do to take advantage of the long-term opportunities; however we wanted to provide some ability for shareholders to tender their shares for cash if they choose to do so. Details related to the tender offer will be set forth in our offer to purchase to be filed with the SEC.

Read our Earnings Call Transcript disclaimer.
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